Change of Control Party definition

Change of Control Party has the meaning set forth in Section 14.8(a).
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Change of Control Party shall have the meaning ascribed in Section 6.2 hereof.
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Change of Control Party shall have the meaning set forth in Section 13.3.
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Examples of Change of Control Party in a sentence

  • In the event that BRN group or MIBA undergoes a change of control (" Change of Control Party"), then subject to the requirements of applicable laws, the other party, continuing as a shareholder of the Company (''Continuing Party"), shall have the right (but not the obligation) to call the Change of Control Party to sell all its shares to the Continuing Party or any other person appointed by the Continuing Party.

  • Upon occurrence of a Change of Control, the Change of Control Party will promptly notify the other Party, share with the other Party the policies, procedures and technical and organizational measures it plans to implement in order to protect the confidentiality of the other Party’s Confidential Information prior to such implementation and make any adjustments to such policies and procedures that are reasonably requested by the other Party.

  • Either Party shall have the right to terminate this Agreement by written notice to the other Party in the event that the other shall commit any material breach of this Agreement and shall fail to remedy same within ninety (90) days after being called upon in writing to do so (or immediately due to a breach by the Change of Control Party of its obligations under Section 2.3 or Section 3.4).

  • If the review of such records reveals that the Change of Control Party has failed to comply with its obligations under Section 2.3, the Sales Force of the Change of Control Party has failed to comply with its obligations under Section 3.4, or that the Change of Control Party has failed to accurately report information pursuant to Section 6.10, then the Change of Control Party shall promptly pay to the Non-Change of Control Party any resulting amounts due under Section 6.10.

  • The Change of Control Party also shall notify the other Party of (1) any material changes relating to the Change of Control prior to the consummation of such Change of Control, and (2) the consummation of any Change of Control.

  • If he Change of Control Party has failed to comply with its obligations under Section 2.3, the Sales Force of the Change of Control Party has failed to comply with Section 3.4, or the royalty payments due for a period are greater than one hundred five percent (105%) of the amounts reported as due for a Calendar Quarter under Section 6.10, the Change of Control Party shall pay all of the costs of such review.

  • The Notice shall be delivered as soon as practicable but no later than [***] after the date the Change of Control Party first approves or agrees to such offer or proposed Change of Control and in any case at least [***] before the closing of such Change of Control.

  • If a Change of Control of either SPI or Takeda occurs (the “Change of Control Party”), then the other Party may request that the Change of Control Party confirms its intent to continue to comply with all of its obligation under this Agreement notwithstanding the Change of Control.

  • If either NCIC or NRFC experiences a Change of Control (the "Change of Control Party") at any time after one year following the date hereof, the Change of Control Party or other party (the "Notifying Party") may give one hundred eighty (180) days' written notice to the other party that it intends to terminate this Agreement in its entirety.

  • Prior to entering into, effecting, permitting or approving any transaction that would result in a Change of Control, the Change of Control Party shall give the other Party written notice of such event (the "Notice").


More Definitions of Change of Control Party

Change of Control Party has the meaning set forth in Section 16.4.2
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Change of Control Party shall have the meaning given in Section 11.2(b).
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Related to Change of Control Party

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

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

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

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

  • 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 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: