Designated Change of Control definition

Designated Change of Control means any transaction meeting all of the Specified Conditions.
Sample 1Sample 2Sample 3
Designated Change of Control means any event constituting a Change of Control pursuant to paragraph 2(a) of the definition thereof so long as after giving effect thereto the Person or group referred to therein does not become the Beneficial Owner of Capital Stock of Holdings representing 50% or more of the total voting or economic power of the Voting Stock of Holdings.
Sample 1Sample 2Sample 3
Designated Change of Control means the occurrence of any of the following events (each a "Designated Change of Control"):
Sample 1Sample 2

Examples of Designated Change of Control in a sentence

  • The Corporation shall effect such Change of Control Redemptions, or cause such Change of Control Redemptions to be effected, on the applicable Designated Change of Control Redemption Dates.


More Definitions of Designated Change of Control

Designated Change of Control has the meaning set forth in Schedule 1 to the Metro-Xxxxxxx-Xxxxx Inc. Stock Option Agreement Pursuant to the Amended and Restated 1996 Stock Incentive Plan.
Sample 1Sample 2
Designated Change of Control means a Change of Control the consummation of which has been approved or recommended to the Company’s shareholders by the Board or a duly constituted committee of the Board appointed for the purpose of considering the transaction constituting the Change of Control.
Sample 1
Designated Change of Control means a Change of Control transaction involving a Designated Person or its affiliates. In no event will a Designated Change of Control be deemed to exist for purposes of this Section 8.8(e) if, at the time of termination of this Agreement, there shall have occurred any event or condition which has resulted in, or could reasonably be expected to result in, an Impac Material Adverse Effect.
Sample 1
Designated Change of Control means if there shall occur or there shall be consummated (i) any merger or consolidation of the Company with or into any other person, as the result of which Tracinda Corporation, a Nevada corporation ("Tracinda"), and Seven Network Limited, a -------- corporation organized under the laws of the Commonwealth of Australia ("Seven") beneficially own, in the aggregate, less than 50.1% of the combined voting power of the then outstanding voting securities of the surviving corporation entitled to vote generally in the election of directors of the surviving corporation immediately upon completion of the transaction and any other person beneficially owns 30.0% or more of the combined voting power of the then outstanding voting securities of the surviving corporation entitled to vote generally in the election of directors, (ii) any sale, transfer or other conveyance whether direct or indirect, of all or substantially all of the property and assets of the Company, on a consolidated basis, in one transaction or a series of related transactions; provided, however, that this clause (ii) shall not apply to any ----------------- sale, transfer or any other conveyance to the Company, by any wholly owned direct or indirect subsidiary of the Company, by any wholly owned direct or indirect subsidiary of the Company to any other such wholly owned direct or indirect subsidiary of the Company or by the Company to one or more wholly owned direct or indirect subsidiaries of the Company; or (iii) any transaction or event that results in Tracinda and Seven ceasing, in the aggregate, to beneficially own 50.1% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors and any other person beneficially owns 30.0% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors. As used herein the terms "beneficial owner" and "beneficially owned" shall have the meanings set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, whether or not applicable to the Company. Notwithstanding the foregoing, a Designated Change in Control shall not be deemed to have occurred under clauses (i) or (iii) if the acquirer, purchaser or 50.1% owner is an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company.
Sample 1
Designated Change of Control means if there shall occur or there shall be consummated (i) any merger or consolidation of the Company with or into any other person, as the result of which Tracinda Corporation, a Nevada corporation ("Tracinda"), and Seven Network Limited, a -------- corporation organized under the laws of the Commonwealth of Australia ("Seven") beneficially own, in the aggregate, less than 50.1% of the combined voting power of the then outstanding voting securities of the surviving corporation entitled to vote generally in the election of directors of the surviving corporation immediately upon completion of the transaction and any other person beneficially owns 30.0% or more of the combined voting power of the then outstanding voting securities of the surviving corporation entitled to vote generally in the election of directors, (ii) any sale, transfer or other conveyance whether direct or indirect, of all or substantially all of the property and assets of the Company, on a consolidated basis, in one transaction or a series of related transactions; provided, however, that this clause (ii) shall not apply to any sale, transfer or any other conveyance to the
Sample 1

Related to Designated Change of Control

  • 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.

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

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

  • 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.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • 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.

  • 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 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.

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

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

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

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

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

  • 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.

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

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

  • 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.

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

  • Control Event Defined. “Control Event” means:

  • Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • 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.