Definition of Change in Control Transaction


Change in Control Transaction means (i) a transaction in which a Person is or becomes the beneficial owner, directly or indirectly, of securities of MC representing fifty percent (50%) or more of the total voting power represented by MC’s then outstanding voting securities; (ii) a merger or consolidation in which MC is a party and in which the equityholders of MC before such merger or consolidation do not retain, directly or indirectly, at a least majority of the beneficial interest in the voting equity interests of the Person that survives or results from such merger or consolidation; or (iii) a sale or disposition by MC or its Affiliates of all or substantially all of MC’s assets or those of its Affiliates existing as of the date hereof (excluding the Hospital) either to a single or multiple buyers thereof. Notwithstanding the foregoing, in no event shall the acquisition of voting securities by one or more Persons (even if such offering represents 50% or more of the total voting power represented by MC’s then outstanding voting securities) in a public offering constitute a Change in Control Transaction.


Change in Control Transaction means the occurrence of any of the following events:

Change in Control Transaction means (i) a merger or consolidation of the Company with or into another corporation under circumstances where the stockholders of the Company immediately prior to such merger or consolidation do not own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving, resulting or parent corporation, as the case may be, (ii) a transfer of shares representing fifty percent (50%) or more of the voting power of the Company to any person who was not, on the Effective Date, a holder of stock of any class or preference or any stock option of the Company, (iii) a liquidation of the Company, or (iv) a sale or other disposition of all or substantially all of the Company’s assets.

Examples of Change in Control Transaction in a sentence

To the extent that any Options are exercisable at a price equal to or in excess of the Per Share Transaction Price, the Board may provide that such Options shall terminate immediately upon the consummation of the Change in Control Transaction without any payment being made to the holders of such Options.
This Agreement shall be assigned to, and shall be assumed by, any successor to the Company upon Consummation of a Change in Control Transaction.
The Holder shall have the right (w) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (x) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a Change in Control Transaction.
Each holder shall have the right (w) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (x) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a Change in Control Transaction.
In the event that an Announcement or a Change in Control occurs during the Term, the term of this Agreement shall automatically and irrevocably become a term ending on the later of the last day of the Term or the second anniversary of the date of Consummation of a Change in Control Transaction.



More definitions of Change in Control Transaction

Change in Control Transaction means the occurrence of (i) an acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, of beneficial ownership, directly or indirectly, through purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of capital stock of the Company entitling that person to fifty percent (50%) or more of the total voting power of all capital stock of the Company or (ii) the consolidation or merger of the Company with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company’s properties, business or assets, other than (in the case of this clause (ii) only) (1) any transaction (A) that does not result in any reclassification, conversion, exchange or cancellation of outstanding capital stock of the Company and (B) pursuant to which holders of the Company’s capital stock immediately prior to such transaction have the right to exercise, directly or indirectly, fifty percent (50%) or more of the total voting power of all ownership interests or capital stock of the continuing or surviving person immediately after such transaction; or (2) any merger solely for the purpose of changing the Company’s jurisdiction of


Change in Control Transaction means the occurrence of any of the following:

Change in Control Transaction means a Change in Control or, if later, the consummation of the transaction contemplated by the Change in Control.

Change in Control Transaction means, with respect to Broncus or Asthmatx, as applicable: (a) the consummation of any statutory merger or consolidation of such party with or into one or more other corporations or other entities if the shareholders of such party immediately prior to such merger or consolidation (other than any such shareholder that is an “Excluded Shareholder,” as defined below) do not together own, immediately after consummation of such merger or consolidation, voting securities of the Ultimate Survivor (as defined below) of such merger or consolidation that possess at least a majority of the total voting power (as defined below) of all the voting stock and other voting securities of such Ultimate ***** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Survivor that are outstanding immediately after such merger or consolidation; (b) the sale or exchange by shareholders of such party, in a single transaction or in a series of related transactions, of outstanding shares of such party’s capital stock that together possess more than fifty percent (50%) of the voting power of all outstanding shares of such party’s capital stock; or (c) the sale or other disposition (whether in a single transaction or in a series of related transactions) of all or substantially of such party’s assets and properties. As used in this Section, the “Ultimate Survivor” of a merger or consolidation means the corporation or other entity that is the survivor of such merger or consolidation, unless its stock is not publicly traded and fifty percent (50%) or more of its outstanding stock or other ownership interest is ultimately owned, directly or indirectly, by another corporation or other entity (“Parent Entity”), in which case the term “Ultimate Survivor” shall instead mean such Parent Entity. With respect to any merger or consolidation involving either Broncus or Asthmatx as described in clause (a) of this Section 1.8, the term “Excluded Shareholder” means any shareholder of such party that: (i) merges or consolidates with such party in such merger or consolidation; (ii) owns or controls a majority of the voting power of another corporation or other entity that merges or consolidates with such party in such merger or consolidation; or (iii) is directly or indirectly Controlled by, Controls, or is under common Control with, the Ultimate Survivor of such merger or consolidation.

Change in Control Transaction means the consummation, following the date of the Merger, of any of the following transactions:

Change in Control Transaction means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions, including, without limitation, any sale of membership interests (but excluding any such sale for capital raising purposes), reorganization, merger or consolidation, other than transactions in which the holders of the outstanding voting securities of the Company immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of units in the Company held by such holders prior to such transaction, greater than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction or series of transactions, and (ii) the acquisition in a transaction or series of related transactions by a single person or entity of such number of units of the Company which results in such person or entity (in each case, together with its Affiliates) owning fifty percent (50%) or more of the outstanding voting securities of the Company immediately after such acquisition; provided, that in no event shall this definition include the transactions contemplated by the IPA.

Change in Control Transaction means (i) any merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any Company Subsidiary that would constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X promulgated under the Exchange Act, but substituting “20 percent” for reference to “10 percent” therein) (unless the Company stockholders immediately prior thereto would own eighty percent (80%) or more of the surviving or resulting company or its ultimate parent immediately thereafter in substantially the same proportion, relative to one another, as they owned immediately prior thereto), (ii) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, including by means of the acquisition of capital stock of any Company Subsidiary, of assets or properties that constitute twenty percent (20%) or more of the assets of the Company and the Company Subsidiaries, taken as a whole, or twenty percent (20%) or more of any class of equity securities of the Company or (iii) any tender offer or exchange offer in which any Person or “group” (as such term is defined under the Exchange Act) offers to acquire beneficial ownership (as such term is used in Regulation 13D under the Exchange Act), or the right to acquire beneficial ownership, of twenty percent (20%) or more of the outstanding Common Shares, in each case, other than the Merger and the other transactions with Gannett contemplated by this Agreement.