Definition of Heska Change in Control


Heska Change in Control means the consummation, on or before December 31, 2017, of any share exchange, consolidation or merger of Heska pursuant to which the Heska Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Heska and its subsidiaries, taken as a whole, to any person other than Heska or one of its subsidiaries; provided, however, that a transaction (x) that does not result in a reclassification, conversion, exchange or cancellation of the outstanding Heska Common Stock (provided, however, that this subclause (x) shall not apply to any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Heska and its subsidiaries, taken as a whole, to any person other than one of Heska's subsidiaries), or (y) that is effected solely to change Heska's jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of Heska Common Stock solely into shares of common stock of the surviving entity or (z) pursuant to which the holders of all classes of the Heska's common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of voting equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event shall, in each case, not be deemed a Heska Change in Control.
Sample 1

Examples of Heska Change in Control in a sentence

Upon the earlier of (x) entering into any definitive agreement to effect a Heska Change in Control (a "Change in Control Agreement"), or (y) consummation of any Heska Change in Control otherwise than pursuant to a Change in Control Agreement, Heska shall provide written notice thereof to the Member Representative (the "Heska Control Put Notice").
Upon the earlier of (x) entering into any definitive agreement to effect a Heska Change in Control (a Change in Control Agreement), or (y) consummation of any Heska Change in Control otherwise than pursuant to a Change in Control Agreement, Heska shall provide written notice thereof to the Member Representative (the Heska Control Put Notice).