Control Acquisition definition
Control Acquisition means any time an "Acquiring Person" attains, by reason of and immediately after a transaction or series of related transactions (other than a "Non-Control Transaction"), "Beneficial Ownership" of fifty percent (50%) or more of the "Total Combined Voting Power" of the Company's then outstanding "Voting Securities" (all as defined below); unless the Board determines that it is not in the best interests of the Company for such transaction to be construed as a Control Acquisition; provided, however that at the time of such approval of the Board there are then in office not less than two Continuing Directors (as such term is defined below) and such action or transaction or series of related actions or transactions are approved by a majority of the Continuing Directors then in office.
Control Acquisition by an "Acquiring Person" pursuant to which Acquiring Person attains, by reason of and immediately after a transaction or series of related
Control Acquisition means (i) the acquisition by merger or consolidation, or by purchasing an equity interest, in any business, corporation, partnership, association or business organization after which Parent or any of its Subsidiaries shall own more than 10% of the voting power of any such business, corporation, partnership, association or business organization and (ii) the acquisition of all or substantially all of the assets of any business, corporation, partnership, association or business organization. Notwithstanding the foregoing, a Control Acquisition shall not include any agreement or understanding on the part of Parent to enter into a license or to jointly promote, market or develop any products with any other Person; provided that any such agreement or understanding does not present (A) a significant risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Laws, or (B) a risk of significantly delaying or impairing the consummation of the Merger.
Examples of Control Acquisition in a sentence
Anything contained in this paragraph (g) to the contrary notwithstanding, a "Hostile Change of Control" shall not be deemed to have occurred if the Control Acquisition or the Transaction is approved by a majority of the directors of the Company who were directors of the Company before the completion of the Control Acquisition or the Transaction.
All of the warranties of the Parties contained in this Agreement shall survive the Closing hereunder (even if the damaged Party knew or had reason to know of any breach of warranty at the time of Closing) and continue in full force and effect for a period of two (2) years from the Control Acquisition Date.
In the event that the Control Acquisition Date has not been reached within 365 days of the date of this Agreement, either Party shall have the right to terminate this Agreement by giving notice to the other Party.
Since the Most Recent Fiscal Month End until the Control Acquisition Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company.
Anything contained in this paragraph 1(i) to the contrary notwithstanding, a "Change in Control" shall not be deemed to have occurred if the Control Acquisition or the Transaction is approved by a majority of the directors of the Corporation who were directors of the 3 Corporation before the completion of the Control Acquisition or the Transaction, as the case may be.
More Definitions of Control Acquisition
Control Acquisition means the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Control Acquisition: (i) any acquisition directly from the Company (including, without limitation, any acquisition through an underwritten public offering of the Company's securities by the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (iv) any acquisition by ShopKo Stores, Inc., a Wisconsin corporation ("ShopKo"), or any corporation controlled by ShopKo, or any employee benefit plan (or related trust) sponsored or maintained by ShopKo or any corporation controlled by ShopKo, (v) any acquisition pursuant to a public distribution of the Company's securities as a dividend to ShopKo's shareholders, or (vi) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 2(b) below.
Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company, or (B) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a "Subsidiary"), (ii) the Company or its Subsidiaries, or (iii) any person in connection with a Non-Control Transaction (as hereinafter defined);
Control Acquisition means any time an "Acquiring Person" attains, by reason of and immediately after a transaction or series of related transactions (other than a "Non-Control Transaction"), "Beneficial Ownership" of fifty percent (50%) or more of the "Total Combined Voting Power" of the Company's then outstanding "Voting Securities" (all as defined below); unless the Board determines that it is not in the best interests of the Company for such transaction
Control Acquisition means an acquisition that (1) gives the Company (or its Ultimate Parent Entity) directly or indirectly, the right or ability, alone or in combination with its Associates or Affiliates, to elect, designate, or appoint, 50 percent or more of the board of directors (or its equivalent) of an Entity, either through the holding of Voting Securities or rights provided by agreement, contract or designation, or (2) otherwise provides the Company (or its Ultimate Parent Entity) with the right to manage or direct the operation of the Entity.
Control Acquisition by an "Acquiring Person" pursuant to which Acquiring Person attains, by reason of and immediately after a transaction or series of related transactions, "Beneficial Ownership" of fifty percent (50%) or more of the "Total Combined Voting Power" of the Company's then outstanding "Voting Securities." The terms in quotations in the immediately preceding sentence shall, for purposes of this Agreement, have the following meanings:
Control Acquisition means any cash investment prior to termination ------------------- of the Investment Period (including by way of the cashless exercise of Warrants Acquired for Cash) by Merck or any of its Affiliates or Associates (other than the Company) in a Portfolio Company in which the Company has an existing Portfolio Investment that (i) is rejected or not approved by ▇▇▇▇▇▇▇ within the period specified in Section 8.2(b) and
Control Acquisition has the meaning set forth in the recitals hereto.