Change of Control of Maker definition

Change of Control of Maker means an event in which: (a) any other Person or group of Persons acting in concert (other than a Parent Entity of the Maker or Maker’s Original Affiliates) acquires beneficial ownership of securities of the Maker representing more than 50% of the voting power of the then outstanding securities of the Maker with respect to the election of directors of the Maker; (b) the Maker enters into a merger, consolidation, scheme of arrangement or similar transaction with another Person, unless (i) the members of the Board of Directors of the Maker immediately prior to such transaction constitute more than 50% of the members of the Board of Directors of the Maker (or a Parent Entity of the Maker) immediately following such transaction, and (ii) the Persons who beneficially owned the outstanding voting securities of the Maker immediately prior to such transaction beneficially own securities of the Maker representing at least 50% of the voting power with respect to the election of directors of the Maker immediately following such transaction, or a Parent Entity of the Maker beneficially owns securities of the Maker representing 100% of the voting power with respect to the election of directors of the Maker immediately following such transaction; or (c) the Maker sells to any Person(s), in one or more related transactions, a majority of the property and assets of the Buyer. For purposes of this definition, a “Parent Entity” of the Maker means any Person that acquires directly or indirectly, by merger or otherwise, the capital stock of the Maker if the holders of securities that represented 100% of the voting power with respect to the election of directors (“Voting Stock”) of the Maker immediately prior to such acquisition directly own 100% of the Voting Stock of the Parent Entity immediately after such acquisition and in the exact same percentages as they owned Voting Stock in the Maker immediately prior to such acquisition;
Sample 1Sample 2
Change of Control of Maker means an event in which: (a) any other Person or group of Persons acting in concert (other than a Parent Entity of the Maker) acquires beneficial ownership of securities of the Maker representing more than 50% of the voting power of the then outstanding securities of the Maker with respect to the election of directors of the Maker, other than the issuance of securities by Maker to such Person or group of Persons primarily for capital raising purposes; or (b) the Maker enters into a merger, consolidation, scheme or arrangement or similar transaction with another Person, unless (i) the members of the Board of Directors of the Maker immediately prior to such transaction constitute more than 50% of the members of the Board of Directors of the Maker (or a Parent Entity of the Maker) immediately following such transaction and (ii) the Persons who beneficially owned the outstanding voting securities of the Maker immediately prior to such transaction beneficially own securities of the Maker representing at least 50% of the voting power with respect to the election of directors of the Maker immediately following such transaction, or a Parent Entity of the Maker beneficially owns securities of the Maker representing 100% of the voting power with respect to the election of directors of the Maker immediately following such transaction; or (c) the Maker sells to any Person(s), in one or more related transactions, a majority of the property and assets of the Buyer.
Sample 1Sample 2
Change of Control of Maker means any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than Medtronic, acquires "beneficial ownership" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Maker or of an entity that directly or indirectly owns Maker, or is an affiliate that directly or indirectly controls Maker, (referred to as "Maker Parent") representing 20% or more of the combined voting power (with respect to the election of directors) of Maker's or Maker Parent's, as the case may be, then outstanding securities; (ii) the consummation of a merger, share exchange, combination or consolidation of Maker or Maker Parent, as the case may be, with or into any other corporation, which would result in the voting securities of Maker or Maker Parent, as the case may be, outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than 80% of the combined voting power (with respect to the election of directors) of the securities of Maker or Maker Parent, as the case may be, or of such surviving entity outstanding immediately after such merger, share exchange, combination or consolidation; or (iii) the consummation of a plan of complete liquidation of Maker or Maker Parent, as the case may be, or (iv) the consummation of an agreement for the sale or disposition by Maker or Maker Parent, as the case may be, of all or substantially all of Maker's or Maker Parent's, as the case may be, business or assets. This Note is issued in connection with that certain Note Purchase Agreement dated February 2, 1999 between Maker and Medtronic (the "Note Purchase Agreement"). This Note is subject to, among other things, the default provisions and rights of acceleration as provided in the Note Purchase Agreement upon the occurrence of an Event of Default as defined in the Note Purchase Agreement. Except as expressly set forth in the Note Purchase Agreement, Maker waives demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand and nonpayment of this Note. Maker agrees to pay all costs of collection, defense and enforcement of this Note and the Note Purchase Agreement, including attorneys' fees, whether suit is brought or not, that the holder may incur. This Note shall be binding upon Maker and its succ...
Sample 1

Examples of Change of Control of Maker in a sentence

  • Water should not be applied to formed piles, as only a small amount penetrates the surface of the windrow and the remainder becomes runoff which must be managed.

  • The entire unpaid principal balance of this Note, together with all accrued interest thereon, shall accelerate and become immediately due and payable in the event of a Change of Control of Maker or in the event that Maker ceases to own 100% of the Company Business.

  • Upon a Change of Control of Maker, the Payee, in its sole discretion, shall have the right to declare the entire unpaid principal balance of this Note, together with interest accrued thereon and with all other sums due or owed by Maker hereunder, due and payable immediately following consummation of the Change of Control.

  • In the event the Capital Transaction would result in a Change of Control of Maker, then as a condition of such Capital Transaction, provision shall be made in the definitive documentation to be executed by the parties to such Capital Transaction whereby Payee may exercise its rights at set forth in this Section 7(b).

  • In the event the Capital Transaction would result in a Change of Control of Maker, then as a condition of such Capital Transaction, provision shall be made in the definitive documentation to be executed by the parties to such Capital Transaction whereby (i) Payee may exercise its rights as set forth in Section 9 and Section 4(b) of this Note and (ii) the outstanding balance of this Note be paid to the extent Payee has elected to have this Note be paid pursuant to Section 4(b) of this Note.

  • The entire principal amount and all accrued and unpaid interest hereunder shall be due and payable in full on the first to occur of the following: (i) the closing of any financing transaction, including debt or equity financing, from which Maker receives proceeds, after deduction of offering expenses, of $20 million or more; (ii) a Change of Control of Maker, as defined below; or (iii) February 2, 2001.

  • The entire unpaid principal balance of this Note, together with all accrued interest thereon, shall accelerate and become immediately due and payable in the event of a Change of Control of Maker or in the event that Maker ceases to own 100% of the Company Business (as defined in that certain Stock Purchase Agreement among Maker, Payee, CTEK Security, Inc.

  • In the event the Capital Transaction would result in a Change of Control of Maker, then as a condition of such Capital Transaction, provision shall be made in the definitive documentation to be executed by the parties to such Capital Transaction whereby Payee may exercise its rights as set forth in this Section 6.

  • Notwithstanding the foregoing, (x) a Change of Control shall not be deemed to occur on account of a Qualified Financing; and (y) any transaction or series of transactions principally for bona fide equity financing purposes shall not be deemed to be a Change of Control of Maker.

  • The entire unpaid principal balance of this Note, together with all accrued interest thereon, shall accelerate and become immediately due and payable in the event of a Change of Control of Maker or in the event that Maker ceases to own 100% of the Company Business (as defined in the Stock Purchase Agreement).

Related to Change of Control of Maker

  • 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 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 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 Notes and the Securities issued together with the Notes), (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 Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

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

  • 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:

  • 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 Offer has the meaning provided in Section 4.15.

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • 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.

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

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

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

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

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

  • Change of Management means that Xxxxx Xxxx’x direct or indirect management responsibilities of Lead Borrower are materially diminished from those held by him as of the Closing Date, in each case, other than as a result of (a) death or (b) physical or mental incapacity.

  • Control Event Defined. “Control Event” means:

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

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

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

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

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

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

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