Change of Control of definition

Change of Control of. [***]*” means (1) the sale, transfer or other disposition of all or substantially all the assets or voting shares of [***]* other than to any [***]*, (2) the acquisition, directly or indirectly, by any entity, or group of entities acting in concert (other than any [***]* and any entity formed by [***]* for purposes of holding or administering investments, or any transferee of any of them other than a purchaser of securities in an open market transaction), of beneficial control of more than 50% of the voting power or economic interests represented by the outstanding securities of [***]* in one transaction or a series of related transactions; or (3) the merger or consolidation of [***]* with another entity, in which the stockholders of [***]* immediately before such merger or consolidation own less than 50% of the voting power or economic interests represented by the outstanding securities of the resulting combined entity immediately after such merger or consolidation.
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Change of Control of. WebMD” shall have the meaning ascribed to such term in the Equity Plan.
Sample 1
Change of Control of. TopTier means (a) the direct or indirect acquisition of either (i) the majority of the voting stock of TopTier or (ii) all or substantially all of the assets of TopTier in a single or series of related transactions; or (b) TopTier is merged with or into another entity.
Sample 1

Examples of Change of Control of in a sentence

  • A Change of Control of Provider will be deemed an assignment of this Agreement.

  • All outstanding principal and accrued interest shall be immediately due and payable upon a Change of Control of the Issuer.

  • The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change of Control and any incidental matters relating thereto.

  • A Change of Control of Partner will be deemed an assignment of this Agreement.

  • A Change of Control of Provider will be deemed an assignment of the Agreement.

  • No benefits will be payable under the terms of this Agreement unless a Change of Control of the Company has occurred.

  • If there is any discrepancy or conflict between this Agreement and any plan, policy and program of the Company regarding any term or condition of severance benefits in connection with a Change of Control of the Company, the language of this Agreement shall govern.

  • This Agreement contains the understanding between the parties hereto with respect to severance benefits in connection with a Change of Control of the Company and supersedes any prior such agreement between the Company (or any predecessor of the Company) and you.

  • In addition, in the event of a Change of Control of the Company, the provisions of Section 16 of the Plan shall apply.

  • The Committee has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.


More Definitions of Change of Control of

Change of Control of. WebMD” shall have the meaning ascribed to such term in the Equity Plan. In the event of termination of your employment for any other reason, you shall receive compensation earned through the date of termination and your rights with respect to options and restricted stock will be as specified in the applicable option or restricted stock agreements.” You acknowledge that you continue to be bound by, and you hereby reaffirm your obligations under the Trade Secret & Proprietary Information Agreement previously annexed as part of the Letter Agreement and as Annex A to this Letter Agreement and the restrictive covenant agreements you have signed in connection with your employment, including those annexed as part of your equity agreements. Defined terms will have the meaning ascribed to them in the Letter Agreement, unless separately defined herein. Except as set forth herein, the Letter Agreement remains in full force and effect. Sincerely, /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Chief Operating Officer and Chief Financial Officer Agreed to: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Sample 1
Change of Control of. WebMD” shall have the meaning ascribed to such term in the Equity Plan. “ You acknowledge that you continue to be bound by, and you hereby reaffirm your obligations under the Trade Secret & Proprietary Information Agreement annexed as part of the Letter Agreement and as Annex A to this Letter Agreement and the restrictive covenant agreements you have signed in connection with your employment, including those annexed as part of your equity agreements. Except as set forth herein, the Letter Agreement remains in full force and effect. Sincerely, /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx EVP-General Counsel Agreed to: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Sample 1
Change of Control of. NewLink or NewLink Parent. NewLink shall notify Genentech in writing promptly of the closing of any Change of Control of NGC or of NLNK (such notice, a “Change of Control Notice”). At Genentech’s election, during the [*] period after Genentech receives a Change of Control Notice, Genentech may, by written notice to NewLink [*], provided that [*]. If Genentech [*], then [*], shall be [*], subject to [*], and any [*], shall [*].
Sample 1
Change of Control of. CENTRAAL" means any merger, consolidation or reorganization of Centraal with or into any other entity or entities, or any sales of all or substantially all of the assets of Centraal, or a series of related similar such transactions in which the holders of the Company's capital stock on the Effective Date will, as a result of such transaction, hold less than 50% of the voting power of the surviving entity after the consummation of the transaction.
Sample 1

Related to Change of Control of

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control means the occurrence of any of the following events:

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

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

  • Control Event Defined. “Control Event” means:

  • Change in Control of the Company means the occurrence of any of the following events:

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.