Parent Change of Control definition

Parent Change of Control means the occurrence of any of the following:

Parent Change of Control means (i) a merger, consolidation, reorganization or other similar transaction which results in Parent's stockholders immediately prior to such transaction not holding at least fifty percent (50%) of the voting power of the surviving, continuing or purchasing entity or (ii) a sale of all or substantially all of the assets of Parent to another Person.

Parent Change of Control means the occurrence of either of the following: (i) any entity, person (within the meaning of Section 14(d) of the Exchange Act) or group (within the meaning of Section 13(d) of the Exchange Act), that theretofore was beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of less than 45% of the Parent’s then outstanding Common Stock acquires direct or indirect beneficial ownership of shares of Common Stock of the Parent, in a transaction or series of transactions, that results in such entity, person or group directly or indirectly owning beneficially 45% or more of the Parent’s then outstanding Common Stock; or (ii) a majority of the board of directors (or equivalent governing body) of the Parent shall not be Continuing Directors.

Examples of Parent Change of Control in a sentence

• The Notes shall be subject to repurchase by the Issuers pursuant to a Mandatory Repurchase Offer as provided in Section 3.09 hereof or a Parent Change of Control Offer as provided in Section 4.34 hereof.

• The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for prepayment, redemption or tendered (and not withdrawn) for repurchase in connection with a Mandatory Prepayment Event, Parent Change of Control Offer, a Mandatory Repurchase Offer or other tender offer, respectively, in whole or in part, except for the unredeemed portion of any Note being redeemed in part.

• The Notes may be redeemed at the option of the Co-Issuers and may be the subject of a Mandatory Prepayment Event, ECF Repurchase Offer, Parent Change of Control Offer, and a Mandatory Repurchase Offer, as further provided in the Indenture.

• For illustrative purposes only with respect to clause (ii), if the applicable Contingent Earnout Period is July 1, 2018 through June 30, 2019 and a Parent Change of Control is consummated on December 31, 2018, the Contingent Earnout Period during which such transaction is consummated would run from July 1, 2018 through June 30, 2020 and the following Contingent Earnout Period would then run from July 1, 2020 through June 30, 2021.

• Upon the occurrence of a Parent Change of Control (i) for the avoidance of doubt, the successor to Parent shall continue to have the right to pay the Contingent Merger Consideration, if any, in Cash in its sole discretion pursuant to Section 2.8(g) and (ii) for the Contingent Earnout Period in which a Parent Change of Control is consummated, and any subsequent Contingent Earnout Period, the ending of such Contingent Earnout Period shall be extended by a full calendar year.

More Definitions of Parent Change of Control

Parent Change of Control means the acquisition by any Person, or two or more Persons acting in concert (other than Xxxx Xxx and members of his family), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 35% or more of the outstanding shares of voting stock of MarkWest Parent. Participant has the meaning specified in Section 10.07(d).

Parent Change of Control means:

Parent Change of Control means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of Voting Stock of Quest Parent; provided, however, that a merger of Quest Parent into another entity in which the other entity is the survivor shall not be deemed a Parent Change of Control if Quest Parent’s stockholders of record as constituted immediately prior to such acquisition hold more than 50% of the outstanding shares of Voting Stock of the surviving entity.

Parent Change of Control means (a) ABG shall at any time cease to own or control, directly or indirectly, greater than 50 per cent. of the Voting Stock of the Parent or (b) any of the Opcos is no longer indirectly wholly-owned by the Parent. "Parent Event of Bankruptcy" shall be deemed to have occurred with respect to the Parent if:

Parent Change of Control means a merger, consolidation, business combination or other similar transaction involving Parent or its subsidiaries or a sale of all or substantially all of the assets or a majority of the equity securities of Parent; provided that Parent Change of Control shall not include such a transaction if at the time of such transaction the only remaining non-cash assets held by Parent are the Potentially Transferable Assets. For clarity, the term Asset Disposition as used in this Agreement shall be deemed to not include any Parent Change of Control.

Parent Change of Control means (a) any merger, consolidation, reorganization, recapitalization or other business combination involving Parent or any Affiliate thereof which results in the holders of Parent Common Stock issued and outstanding immediately prior to such transaction not holding, directly or indirectly, immediately following such transaction at least a majority of the outstanding voting power of Parent or its successor entity, as applicable, (b) the acquisition by a Person or group of related Persons of outstanding equity interests of Parent representing at least a majority of the voting power of Parent (other than an acquisition by a Permitted Holder, unless such acquisition is of 100% of the voting equity interests of Parent (subject to customary rollover of equity, if applicable)), and (c) the acquisition by a Person or a group of related Persons, directly or indirectly, of all or substantially all of the consolidated assets of Parent.

Parent Change of Control has the meaning set forth on Exhibit I.