Corporate Change of Control definition

Corporate Change of Control means a Change of Control pursuant to clause (i) or (iv) of the definition thereof prior to any Insolvency Event of the Borrower or its Subsidiaries where the Person or Persons acquiring the beneficial ownership, directly or indirectly, of Equity Interests of the Borrower is a Corporate Acquiror or purchase of all or substantially all of the Equity Interests of the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries is Corporate Acquiror. For the avoidance of doubt, a Corporate Change of Control cannot occur after an Event of Default occurs under Section 10.1(d).
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Corporate Change of Control means, with respect to a Member, (i) any transaction or series of related transactions (including without limitation any merger or consolidation) as a result of which the person(s) or entity(ies) that directly or indirectly through one or more intermediaries has a majority of the membership, ownership or control rights in the Member immediately prior to such transaction ceases to have a majority of the membership, ownership or control rights in the Member immediately subsequent to such transaction; (ii) any reorganization or restructuring of a Member involving fifty percent (50%) or more of the ownership or membership interests in the Member; (iii) any sale of all or substantially all of the assets of the Member; (iv) any redemption or sale of fifty percent (50%) or more of the ownership interests in the Member, including the issuance of warrants, options or other rights to acquire such interests; (v) issuance of ownership interests in the Member or any convertible debt security or debt security issued together with warrants or options, or any sale, conveyance or other disposition of any other form of securities in the other Member that, in combination, when issued or exercised would affect the ownership of fifty percent (50%) or more of the ownership interests in the Member; or (vi) any of the transactions described in subsection (ii)-(v) above with respect to any entity that owns or controls more than fifty-one percent (51%) of the membership, ownership or control interests in the Member, without the prior written consent of the other Member. For purposes hereof, “control” (or other similar variations thereof) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Member, whether through membership, ownership of voting securities, by contract or otherwise.
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Corporate Change of Control means a Change of Control pursuant to clause (i) or (iv) of the definition thereof where the Person or Persons acquiring the beneficial ownership, directly or indirectly, of Equity Interests of the Borrower is a Corporate Acquiror or purchase of all or substantially all of the Equity Interests of the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries is Corporate Acquiror.
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Examples of Corporate Change of Control in a sentence

  • In the event of a Corporate Change of Control or Corporate Transaction (each as defined in the Plan) prior to the Vesting Date and while the Grantee remains employed by the Company or its Affiliate, the RSUs shall become fully vested and non-forfeitable as of the date of the Corporate Change in Control or Corporate Transaction.

  • In the event of a Corporate Change of Control of Non-Managing Member which occurs without the consent of the Managing Member, the Non-Managing Member shall be deemed to have made an offer to sell of the Non-Managing Member’s Membership Interest immediately prior to the effectuation of the Corporate Change of Control.

  • In the event of a Corporate Change of Control or Corporate Transaction (each as defined in the Plan) prior to the end of the Performance Period and while the Grantee remains employed by the Company or its Affiliate, the Target Number of RSUs shall become fully vested and non-forfeitable as of the date of the Corporate Change in Control or Corporate Transaction.

  • In the event of a Corporate Change of Control, the Committee may, in its discretion, and subject to compliance with the other terms and conditions of the Plan, determine that the exercise or vesting schedule in respect of one or more Awards may be accelerated.

  • Miceli (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550).10.7* Form of Corporate Change of Control Agreement between Commvault Systems, Inc.

  • Miceli10.7* Form of Corporate Change of Control Agreement between CommVault Systems, Inc.

  • Miceli 10.8* Form of Corporate Change of Control Agreement between CommVault Systems, Inc.

  • In the event of a Corporate Change of Control, any surviving corporation or acquiring corporation may assume any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (it being understood that similar stock awards include awards to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant to the Change of Control).

  • Miceli (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550).10.7* Form of Corporate Change of Control Agreement between CommVault Systems, Inc.

  • Miceli (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333- 132550).10.8* Form of Corporate Change of Control Agreement between CommVault Systems, Inc.


More Definitions of Corporate Change of Control

Corporate Change of Control means a Change of Control pursuant to clause (i) or (iv) of the definition thereof prior to any Insolvency Event of the Borrower or its Subsidiaries where the Person or Persons acquiring the beneficial ownership, directly or indirectly, of Equity Interests of the Borrower is a Corporate Acquiror or purchase of all or substantially all of the Equity Interests of the Borrower or all or substantially all of the assets of the Borrower and its Subsidiaries is Corporate Acquiror. For the avoidance of doubt, a Corporate Change of Control cannot occur after an Event of Default occurs under Section 10.1(d). “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.
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Related to Corporate Change of Control

  • Corporate Change means the occurrence of any one or more of the following events:

  • Change of Control means the occurrence of any of the following events:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change in Control means the occurrence of any of the following events:

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Control Event Defined. “Control Event” means:

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.