Control Transaction definition

Control Transaction means the acquisition by a person or group of the status of a controlling person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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Control Transaction means any of the following transactions or any combination thereof: (a) any tender offer for or acquisition of capital stock of Sunoco, Inc.; (b) any merger, consolidation, or sale of all or substantially all of the assets of Sunoco, Inc.; or (c) the submission of a nominee or nominees for the position of director of Sunoco, Inc. by a shareholder or a Group of shareholders in a proxy solicitation or otherwise.

Control Transaction has the meaning set forth in Section 8.02(b).

Examples of Control Transaction in a sentence

• If any Event of Default or a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount.

• Any such Redemption pursuant to this Section 10.09(a) shall be effective immediately prior to the consummation of such Change of Control Transaction (and, for the avoidance of doubt, shall be contingent upon the consummation of such Change of Control Transaction and shall not be effective if such Change of Control Transaction is not consummated) (the date of such Redemption pursuant to this Section 10.09(a), the “Change of Control Date”).

• A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation.

• Notwithstanding the foregoing, in the event the Manager requires the Members to exchange less than all of their outstanding Units (and to surrender a corresponding number of shares of Class B Common Stock for cancellation), each Member’s participation in the Change of Control Transaction shall be reduced pro rata.

• This Agreement shall be assigned to, and shall be assumed by, any successor to the Company upon Consummation of a Change in Control Transaction.

More Definitions of Control Transaction

Control Transaction means a change in control of the Company defined as a transfer of ownership of more than 50% of the outstanding shares of the Company’s stock.

Control Transaction is defined in section 6(d).

Control Transaction means (a) any tender offer for or acquisition of capital stock of the Company pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (b) any Corporate Change Merger of the Company; (c) any contested election of directors of the Company; or (d) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board. As used herein, “Group” means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. As used herein, “Common Stock” means the common stock of the Company, $.01 par value per share, or any stock or other securities hereafter issued or issuable in substitution or exchange for the Common Stock.

Control Transaction means (A) any tender offer for or acquisition of capital stock of Employer pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (B) any Corporate Change Merger of Employer; (C) any contested election of directors of Employer; or (D) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board of Directors of Employer. As used herein, “Group” means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, “Corporate Change” shall not include the Acquisition, the Offering or any public offering of equity of Employer pursuant to a registration that is effective under the Securities Act of 1933, as amended. As used herein, “Acquisition” and “Offering” shall have the same meaning given to those terms in the Rosetta Resources Inc. 2005 Long-Term Incentive Plan.

Control Transaction means any transaction or series of transactions whereby the Company or a controlling interest in the Company is acquired by another Person (whether by purchase, merger, consolidation or sale of all or substantially all of the Company's consolidated assets). The Executive acknowledges and agrees that the consideration and benefits to be provided to the Executive under this Agreement have been bargained and negotiated in exchange for, and in consideration of, Executive's agreement to abide by the terms and provisions of this section 6 and section 7 (Confidentiality and Proprietary Information). The Executive acknowledges and agrees that all of the Executive's duties and obligations under this section 6 shall survive the expiration or termination of the Executive's employment with the Company, regardless of the causes therefor.

Control Transaction means any of the following:

Control Transaction means (i) the sale by the Company of all or substantially all of its assets or (ii) any transaction or series of related transactions by the Company (including, without limitation, any reorganization, merger or consolidation) which results in the transfer of at least fifty percent (50%) of the outstanding voting power of the Company; provided, however, that a reorganization, merger or similar transaction shall not be deemed a Control Transaction if the stockholders of the Company immediately prior to such transaction maintain beneficial ownership and voting control of a majority of the outstanding voting securities of the surviving entity in the same relative proportions as they did prior to such transaction.