Corporate Control Event definition

Corporate Control Event means any of the following: (i) a merger or consolidation of Tenant with or into another entity, (ii) the sale of all or substantially all the assets of Tenant to any party, (iii) any one Person acquiring 50% or more of publicly traded common stock, voting securities or economic benefits and burdens (including distributions) of Tenant within any twelve month period, or (iv) a change in 50% or more of Tenant’s Board of Directors in any 12 month period.
Sample 1Sample 2Sample 3
Corporate Control Event means any of the following: (i) a merger or consolidation of Tenant with another entity (other than any merger or consolidation of Tenant with any entity which then also constitutes a Tenant hereunder or which is a Subsidiary of Tenant), (ii) the sale of all or substantially all the assets of Tenant to any party (other than any party which then also constitutes a Tenant hereunder or which is a Subsidiary of Tenant), (iii) any one Person (other than an entity which then constitutes a Tenant hereunder or a Subsidiary of Tenant) acquiring, directly or indirectly, fifty percent (50%) or more of publicly traded common stock, voting securities or economic benefits and burdens (including distributions) of Tenant within any twelve month period, or (iv) a change in the power to appoint more than 50% of Tenant’s Board of Directors, or (v) any other change in Control of Tenant that results in Persons which, immediately prior to such change, did not have Control of Tenant obtaining Control of Tenant (unless any such Person(s) so obtaining Control of Tenant also then constitute a Tenant hereunder or a Subsidiary of Tenant).
Sample 1Sample 2
Corporate Control Event means any of the following: (i) a merger or consolidation of Tenant or Guarantor with another entity resulting in a new Person other than Tenant, Guarantor, or any of their wholly owned Affiliates or any of their respective owners thereof owning directly or indirectly more than 50% of such entities, (ii) the sale of all or substantially all the assets of Tenant or Guarantor to any party, (iii) any one Person acquiring more than 50% of common stock, voting securities or economic benefits and burdens (including distributions) of Tenant or Guarantor within any twelve month period other than acquisitions by Tenant, Guarantor, or any of their wholly owned Affiliates or any of their respective owners thereof owning directly or indirectly more than 50% of such entities, or (iv) any Person owning directly or indirectly more than 50% of Guarantor fails to have the right to appoint a majority of the directors on and control, directly or indirectly, Tenant’s and Guarantor’s Board of Directors.
Sample 1Sample 2

Examples of Corporate Control Event in a sentence

  • If a Corporate Control Event occurs, all Unvested Shares, Unvested Options and Unvested Rights held by a Participant will vest.

  • If a Corporate Control Event occurs, the Company shall provide a Participant with 3 days' notice of the impending expiry of all Vested Shares, Vested Options and Vested Rights held by the Participant, and if they have not been exercised following the expiry of that 3 day period then they will lapse in accordance with Rule 15.

  • This relates to the point above about how a budget director should focus on building skills related to cross-office collaboration as much as on technical excellence.

  • The Offer may specify additional terms in relation to the happening of a Corporate Control Event.

  • If a Corporate Control Event occurs the Board may determine that this constitutes an Accelerated Vesting Event.

  • If a Corporate Control Event occurs, this Rule 10 applies, unless the committee of persons referred to in Rule 10.2(a) by majority resolution determine to the contrary.

  • LTI vesting outcomes Under the LTI Plan Rules, the Downer takeover constituted a "Corporate Control Event", which triggered the automatic pro-rata vesting on 12 April 2017 of unvested LTI awards based on the proportion of the vesting period then remaining.

  • The rows in Table I correspond to age categories for employees; the columns correspond to age categories for firms.

  • Any purported assignment which is effected by a written instrument that does not contain the foregoing provisions shall be void; provided that this sentence shall not apply to an assignment effected by or pursuant to a Corporate Control Event.

  • For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above.


More Definitions of Corporate Control Event

Corporate Control Event means any of the following: (i) a merger or consolidation of Tenant with another entity which results in a change in Control of Tenant, (ii) the sale of all or substantially all the assets of Tenant to another Person, or (iii) any one Person acquiring, directly or indirectly, either (a) forty-nine percent (49%) or more of the shares of the stock or voting securities of Tenant, or (b) forty-nine percent (49%) or more of any class of equity securities of Tenant or other interest entitling such Person to receive forty-nine percent (49%) or more of the economic benefits (including distributions) of Tenant.
Sample 1
Corporate Control Event means any of the following: (i) a merger or consolidation of Tenant or Guarantor with or into another Person; (ii) the sale of all or substantially all of the assets of Tenant or Guarantor to any Person; (iii) the acquisition by any one Person (including Affiliates of such Person) of fifty percent (50%) or more of the common stock, voting securities or economic benefits and burdens (including distributions) of Tenant or Guarantor within any twelve (12) month period; or (iv) a change in 50% or more of the Board of Directors of Tenant or Guarantor in any twelve (12) month period.
Sample 1

Related to Corporate Control Event

  • Control Event Defined. “Control Event” means:

  • Change in Control Event means any of the following:

  • 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.

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • 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.

  • 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 in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

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

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

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

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

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

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

  • effective control means a relationship constituted by rights, contracts or any other means which, either separately or jointly and having regard to the considerations of fact or law involved, confer the possibility of directly or indirectly exercising a decisive influence on an undertaking, in particular by:

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • 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 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.

  • Change in Control Protection Period means the period beginning one month prior to and ending twelve (12) months immediately following the consummation of a Change in Control.

  • Extraordinary Corporate Event means as to the Liquidity Provider, (i) the consolidation, amalgamation with, or merger with or into or the transfer of all or substantially all of the Liquidity Provider's assets to another entity, or (ii) the dissolution, for any reason, of the Liquidity Provider other than in connection with the consolidation, amalgamation with, or merger with or into another entity or the transfer of all or substantially all of the Liquidity Provider's assets; provided, however, that with respect to (i) above, an Extraordinary Corporate Event does not include any of the listed occurrences where (x) the surviving entity, or transferee of all or substantially all of the Liquidity Provider's assets, (a) assumes all of the obligations of the Liquidity Provider under the terms of the VRDP Shares Purchase Agreement and (b) has (i) short-term debt ratings in one of the two highest ratings categories from the Requisite NRSROs or (ii) such other short-term debt ratings, if any, as may be required for the VRDP Shares to satisfy the eligibility criteria under Rule 2a-7 under the 1940 Act and (y) the Liquidity Provider has provided notice in writing to the Corporation confirming the information described in (x) at least ten (10) days prior to the scheduled date of the applicable listed occurrence in (i) above.

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

  • Change in Ownership or Control means 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 determined in accordance with Section 280G(b)(2) of the Code.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

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