Company Change in Control means the following:
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...
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.
Examples of Company Change in Control in a sentence
If a Company Change in Control occurs, the provisions of Schedule 14.3.2-(i) (Company Change in Control) shall apply.
More Definitions of Company Change in Control
Company Change in Control means the first to occur of any of the following events:
Company Change in Control means a transaction or series of related transactions that results in the stockholders of the Company prior to the transaction, or prior to the first transaction if a series of related transactions, ceasing to own, directly or indirectly, securities representing at least fifty percent (50%) of the equity and voting power (or, if the Series B Common Stock represents less than twenty percent (20%) of the outstanding voting power of the Company, fifty percent (50%) of the outstanding equity securities) of the Company or the successor entity.
Company Change in Control means: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization;(ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets; (iii) a transaction as a result of which any person or company (other than Parent or any affiliate of Parent) obtains the ownership directly or indirectly of the shares in the Company carrying more than fifty percent (50%) of the total voting power represented by the Company’s issued share capital; (iv) any transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company, representing at least fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities (e.g., issued shares). The term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any subsidiary of the Company and (B) a company owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the shares of the Company. Notwithstanding the foregoing, in the case of any amounts payable hereunder that constitute deferred compensation subject to Section 409A, the definition of “Company Change in Control” set forth above shall not apply, and the term “Company Change in Control” shall instead mean 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 within the meaning of Section 409A(a)(2)(A)(v) of the Code and the regulations and guidance issued thereunder, but only to the extent this substitute definition is necessary in order for the payments to comply with the requirements prescribed by Section 409A.
Company Change in Control shall instead mean 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 within the meaning of Section 409A(a)(2)(A)(v) of the Code and the regulations and guidance issued thereunder, but only to the extent this substitute definition is necessary in order for the payments to comply with the requirements prescribed by Section 409A.
Company Change in Control means the occurrence of an event by which (i) any Person (including one or more Affiliates of such Person or a 13D Group) has become (or entered into a binding agreement by which they will become) the beneficial owner of 33% or more of the outstanding Common Stock (calculated with reference to the total voting power thereof), other than through acquisition of any of the Shares acquired from a Holder or (ii) there is consummated any consolidation, liquidation, dissolution or merger of the Company (A) in which the Company is not the surviving corporation, or (B) pursuant to which the Common Stock or any material portion of the business of the Company is converted into cash, securities or other property, in each case other than a consolidation or merger of the Company in which the holders of the Common Stock immediately prior to such consolidation or merger have, directly or indirectly, 50% or more of the combined voting power of the common equity securities of the surviving corporation immediately after such consolidation or merger.
Company Change in Control means the following: (a) The Consummation of an acquisition by any Person of Beneficial Ownership of 50% or more of the combined voting power of the then outstanding Voting Securities of the Company; provided, however, that for purposes of this Section 1.9, any acquisition by an Employee, or Group composed entirely of Employees, any qualified pension plan, any publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern shall not constitute a Change in Control;
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 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 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 or any subsidiary of the Parent.