Change of Ownership or Control definition

Change of Ownership or Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, which shall be if (i) a person acquires more than 50% of the Company’s stock; (ii) a person acquires during a 12-month period at least 30% of the Company’s stock; (iii) a majority of the members of the Board of Directors are replaced during a 12-month period; or (iv) a person acquires during a 12-month period at least 40% of the gross fair market value of the Company’s assets.

Change of Ownership or Control means the event described in Section 7.1.

Change of Ownership or Control means an event or series of events by which (i) any Person or Persons acting in concert, who as of the date hereof does not have the power to elect a majority of the Board of Directors of Company, acquires the power to vote sufficient number of shares of voting stock of Company to enable such Person to elect a majority of the Board of Directors of Company; or (ii) with respect to each Subsidiary, Company shall own, directly or indirectly, less than 51% of the issued and outstanding capital stock of such Subsidiary unless such change in ownership is the result of a Permitted Merger.

Examples of Change of Ownership or Control in a sentence

• If a third party submits a solicited or unsolicited offer to Seller that would result in a Change of Ownership or Control of Seller, as defined below, Seller shall give notice of such offer, including the identity of the offeror, to Purchaser as early as commercially practical following Seller’s receipt of the offer.

• If a third party submits a solicited or unsolicited offer to Seller that would result in a Change of Ownership or Control of Seller, as defined below, Seller shall give notice of such offer to Purchaser as early as commercially practical following Seller’s receipt of the offer.

• If a third party submits a solicited or unsolicited offer to Contractor that would result in a Change of Ownership or Control of Contractor, as defined below, Contractor shall give notice of such offer to Purchaser as early as commercially practical following Contractor’s receipt of the offer.

• If a third party submits a solicited or unsolicited offer (whether or not binding or part of a process lead by Seller) to Seller that would result in a Change of Ownership or Control of Seller, as defined below, Seller shall give notice of such offer, including the identity of the offeror, to Purchaser as early as commercially practical following Seller’s receipt of the offer.

• Before Seller accepts the offer or enters into definitive documentation with respect to a Change of Ownership or Control, it shall give Purchaser an opportunity, within a reasonable time, to advise Seller of its impact on performance of this Agreement.

More Definitions of Change of Ownership or Control

Change of Ownership or Control means to the extent provided by Treasury Regulations issued under Code Section 409A, a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, which shall be if (i) a person acquires more than 50% of the Company’s stock; (ii) a person acquires during a 12-month period at least 30% (or a higher percentage specified under the Plan) of the Company’s stock; (iii) a majority of the members of the Board of Directors are replaced during a 12-month period; or (iv) a person acquires during a 12-month period at least 40% of the gross fair market value of the Company’s assets.

Change of Ownership or Control means the following: all or substantially all of the assets of the COMPANY are directly or through transfer of equity interests transferred or otherwise disposed of in one or a series of related transactions after which (1) the COMPANY ceases to own directly or indirectly substantially all equity interests in Four Queens Hotel and Casino; or (2) Elsinore ceases to own directly or indirectly at least fifty-one percent (51%) of all outstanding shares of COMPANY. For purposes of the Executive Agreement, the parties understand and agree that any transfer of ownership between or among funds managed by Morgens, Waterfall, Vintiadis & the COMPANY, Inc. shall not constitute a "Change of Ownership or Control."

Change of Ownership or Control means the occurrence of any one or more of the following events:

Change of Ownership or Control the occurrence of any of the following events: Appendix A - 1

Change of Ownership or Control shall have the meaning set forth in the Certificate of Designations.

Change of Ownership or Control shall be deemed to have occurred on the date (i) that a “person,” “group” or “entity” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), directly or indirectly, of Voting Stock representing more than fifty percent (50%) of the total voting power of the total Voting Stock of the Corporation; (ii) that the Corporation sells, transfers or otherwise disposes of all or substantially all of its assets; or (iii) of the consummation of a merger or share exchange of the Corporation with another entity where the Corporation’s stockholders immediately prior to the merger or share exchange would not beneficially own, immediately after the merger or share exchange, securities representing fifty percent (50%) or more of the outstanding Voting Stock of the entity issuing cash or securities in the merger or share exchange (without consideration of the rights of any class of stock to elect directors by a separate group vote), or where members of the Board of Directors immediately prior to the merger or share exchange would not, immediately after the merger or share exchange, constitute a majority of the board of directors of the entity issuing cash or securities in the merger or share exchange.

Change of Ownership or Control means to the extent provided by Treasury Regulations issued under Code Section 409A, a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, which shall be if (i) a person acquires more than 50% of the Company’s stock;