Company Change in Control means (i) a Person is or becomes a Company Acquiring Person; (ii) holders of the securities of Company entitled to vote thereon approve any agreement with a Person, (or, if such approval is not required by applicable law and is not solicited by Company, the closing of such an agreement) that involves the transfer of all or substantially all of Company’s assets on a consolidated basis; (iii) holders of the securities of Company entitled to vote thereon approve a transaction (or, if such approval is not required by applicable law and is not solicited by the Company, the closing of such a transaction) pursuant to which Company will undergo a merger, consolidation, statutory share exchange or similar event with a Person, regardless of whether Company is intended to be the surviving or resulting entity after the merger, consolidation, statutory share exchange or similar event, other than a transaction that results in the voting securities of Company carrying the right to vote in elections of persons to the Board outstanding immediately prior to the closing of the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% (fifty percent) of Company’s voting securities carrying the right to vote in elections of persons to Company’s Board, or voting securities of such surviving entity carrying the right to vote in elections of persons to the Board of Directors or similar authority of such surviving entity, outstanding immediately after the closing of such transaction; (iv) the Continuing Directors cease for any reason to constitute at least half of the number of members of the Board; (v) holders of the securities of Company entitled to vote thereon approve a plan of complete liquidation of Company or an agreement for the liquidation by the Company of all or substantially all of Company’s assets (or, if such approval is not required by applicable law and is not solicited by Company, the commencement of actions constituting such a plan or the closing of such an agreement); or (vi) the Board adopts a resolution to the effect that, in its judgment, as a consequence of any one or more transactions or events or series of transactions or events, a change in control of Company has effectively occurred. Notwithstanding the foregoing, no event resulting from an initial public offering of securities of Company shall constitute a Company Change in Control. The Board shall be entitled to exercise its discretion in exercising its judgment and in the adoption of such resolution, whether or not any such transaction(s) or event(s) might be deemed, individually or collectively, to satisfy any of the criteria set forth in subparagraphs (i) through (v) above.
Company Change in Control means the occurrence of any of the following events: (a) a transfer of the Company’s equity securities to any person who was not a shareholder of the Company in the twelve (12) month period immediately prior to such transfer, if such person owns immediately after such transfer more than fifty percent (50%) of the voting power of the outstanding securities of the Company; (b) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company in the twelve (12) month period immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization more than fifty percent (50%) of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity; or (c) the liquidation of the Company’s assets or the sale, transfer or other disposition of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly-owned Subsidiary of the Company. A transaction shall not constitute a “Company Change in Control” if its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities in the twelve (12) month period immediately prior to such transaction.
Examples of Company Change in Control in a sentence
Notwithstanding any provision herein to the contrary, to the extent that payments and benefits, as provided in this Agreement, are paid to or received by Executive under the Company Change in Control Agreement, such compensation payments and benefits will be subtracted from any amounts due simultaneously to Executive under similar provisions of this Agreement.
If the proposed Company Change in Control transaction is not conditioned upon a termination of this Agreement, this Agreement shall continue in full force and effect following the closing of the Company Change of Control transaction with the Company, the acquirer or successor, as the case may be.
For financial statement purposes, Change in Control payments made pursuant to the provisions of Section 3 of each of the Agreements shall be charged and paid in accordance with the terms of Section 3(g) of this Agreement and Section 4 of the Company Change in Control Agreement.
The Company Change in Control Repurchase Notice shall be sent by first-class mail to the Trustee and to each Holder not more than 30 days after the occurrence of a Change in Control.
Payment of the amount so determined will be paid within 60 days following the date on which the Company Change in Control occurs.
More definitions of Company Change in Control
Company Change in Control means, subject to Code Section 409A, as applicable, the occurrence of one or more of the following: (i) any one person or more than one person acting as a group (as provided in Code Section 409A) other than Parent or any of its affiliates (such person or group, an “Acquiring Person”) acquires beneficial ownership of the Company’s stock (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) that, together with stock previously held by the Acquiring Person, constitutes more than 50% of the total fair market value or more than 50% of the total voting power of the Company, or (ii) an Acquiring Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Acquiring Person) assets from the Company that have a total gross fair market value equal to or more than 80% of the total gross fair market value of the Company’s assets immediately before such acquisition or acquisitions.
Company Change in Control means any of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Company, in one transaction or in a series of related transactions, to any Third Party, including any exchange, transfer or other disposition by the Parent Company of all or a portion of its ownership interest in Micro Investment LLC to transfer control of Micro Investment LLC to such acquiring party or the sale, lease or exchange by Micro Investment LLC of all or substantially all of its assets; (ii) any Third Party, other than a “bona fide underwriter” or the Parent Company and its Affiliates, is or becomes the “beneficial owner” (as defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of securities (x) representing 50% or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors, or (y) resulting in such Third Party becoming an Affiliate of the Company, including pursuant to a transaction described in clause (iii) below; or (iii) the consummation of any transaction or series of transactions under which the Company is merged or consolidated with any other company, including a merger or consolidation of the Company with the Parent Company or the Subsidiary.