Change of Control of Parent means (a) the transfer of all or a majority of the outstanding voting power of Parent or the merger or consolidation of Parent with another entity, in each case, which results in the holders of the voting power of Parent immediately prior to such transaction (or series of transactions) holding less than 50% of the voting power of Parent or the surviving or resulting entity, as the case may be, following such transaction, (b) the sale or transfer by Parent of all or substantially all of its assets to any Person other than its direct or indirect subsidiaries or (c) a Bankruptcy involving Parent.
Change of Control of Parent means (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act), directly or indirectly, of more than 50% of the outstanding voting securities of Parent having the right to vote for the election of members of the board of directors of Parent, (ii) any reorganization, merger or consolidation of Parent, other than a transaction or series of related transactions in which the holders of the voting securities of Parent outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of Parent or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or substantially all of the assets of Parent and its Subsidiaries.
Change of Control of Parent means (1) the direct or indirect acquisition (by merger, consolidation, business combination or otherwise) by any Person or group or Persons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d- 5 under the Securities Exchange Act of 1934) of 35% or more of the Total Voting Power of Parent; (2) any transaction or arrangement pursuant to which any Person possesses, directly or indirectly, the power to direct or to cause the direction of the management or policies of Parent or its businesses, whether through the ownership of voting securities, by contract or otherwise; (3) any merger, consolidation or other business combination of or involving Parent with any Person after giving effect to which (x) the shareholders of Parent immediately prior to such transaction do not own at least 65% of the Total Voting Power of the ultimate parent entity of the parties to such transaction, or (y) individuals who were directors of Parent immediately prior to such transaction (or their designees) do not constitute a majority of the board of directors of such ultimate parent entity; or, (4) the direct or indirect acquisition by any Person or group of Persons of 50% or more of the assets of Parent.
Examples of Change of Control of Parent in a sentence
Upon the occurrence of a Change of Control of Parent (as defined in the Parent’s 2008 Equity Incentive Plan), (i) all LTIP Benefits and Unvested Options, that have not previously been forfeited or paid, shall immediately vest and become due and payable or exercisable, as applicable and (ii) subject to Executive’s Involuntary Termination following the Change of Control, payment of any unpaid Retention Bonus.
The obligations of Parent set forth in this Section 1.9 shall survive a Change of Control of Parent and shall be binding upon any successor or assigns of Parent.
In the event of a Change of Control of Parent where Parent does not have net assets of at least $350,000,000 following such Change in Control, Parent shall cause the acquirer to assume its obligations, duties and covenants under this Agreement.
The Company shall send written notice of a Fundamental Change to each holder of Series A Preferred Stock, at such holder's registered address, (A) on or prior to the tenth Business Day preceding the scheduled consummation of any Change of Control of Parent or the Company and (B) immediately after any Bankruptcy (as defined herein) of Parent.
In the event of a Change of Control of Parent, Parent shall use its commercially reasonable efforts to give Investors notification, including the name of the acquirer, of such event immediately following the public announcement of such event, regardless of whether Parent (or its designee) provides notice of exercise of the Call Option at such time.
More Definitions of Change of Control of Parent
Change of Control of Parent means (i) the consummation of any transaction or series of related transactions (within any period of 90 consecutive days) (including without limitation any merger, consolidation or reorganization) involving the acquisition of beneficial ownership of, or power to vote, in excess of 50% or more of the outstanding voting shares of Parent by an acquiror or group of acquirors (except for a Change of Control as a result of an Initial Public Offering as defined in Parent’s certificate of incorporation); (ii) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent; or (iii) the adoption of a plan relating to the liquidation or dissolution of Parent.
Change of Control of Parent means the consummation of any transaction or series of transactions that result in the Parent no longer being under the control of one holder of the Investor Shares as of the date of this Agreement, or both such holders jointly.
Change of Control of Parent means the occurrence of any of the following events:
Change of Control of Parent means (i) the consummation of any merger, consolidation, recapitalization or other similar transaction, following which (a) less than 50.1% of the voting power and 50.1% of the equity of the entity resulting from such transaction is held or controlled by persons or entities who, immediately prior to the consummation of such transaction, were equity holders of the Parent or (b) members of the Parent's Board of Directors immediately prior to execution of the related agreement do not constitute a majority of the board of directors of the resulting entity; (ii) the consummation of any purchase of Parent Common Stock following which any person or entity owns in excess of 50% of the outstanding common equity or voting power of the Parent; (iii) the consummation of any sale by the Parent or all or substantially all of assets of the Parent or the Company; (iv) the consummation of any sale by the Parent of Company Common Stock in excess of 50% of the common equity or voting power of the Company.
Change of Control of Parent means (i) a merger or consolidation or sale of voting securities of Parent in a transaction or series of related transactions that results in more than 50% of the total voting power of all voting securities of Parent or the surviving, resulting or parent entity in such transaction or series of related transactions that are outstanding immediately after the consummation thereof being held by Persons other than those Persons that (individually or collectively) held 50% of the voting securities of Parent immediately prior to the consummation thereof or (ii) a sale or other disposition of all or substantially all of the assets or voting securities of Parent to any Person (other than an Affiliate of Parent) in a transaction or series of related transactions.
Change of Control of Parent means (1) the transfer (in one transaction or a series of transactions) of all or substantially all of the assets of Parent to any person or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)); (2) the liquidation or dissolution of Parent or the adoption of a plan by the stockholders of Parent relating to the dissolution or liquidation of Parent; (3) the acquisition by any person or group (as such term is used in Section 13(d)(3) of the Exchange Act), except for one or more Permitted Holders (as defined below), of beneficial ownership, directly or indirectly, of more than thirty-five (35%) percent of the voting power of the total outstanding voting stock of Parent and either (i) the Permitted Holders beneficially own, directly or indirectly, in the aggregate, voting stock of Parent that represents a lesser percentage of the aggregate voting power of all classes of the voting stock of Parent, voting together as a single class, than such other person or group and are not entitled to (by voting power, contract or
Change of Control of Parent means either of the following: