Definition of Portola Change of Control


Portola Change of Control means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof), of equity interests representing fifty percent (50%) or more of the aggregate ordinary voting power represented by the issued and outstanding equity interests of Portola; (b) occupation of a majority of the seats (other than vacant seats) on the Board of Directors by Persons who were neither (i) nominated by the Board of Directors nor (ii) appointed by directors so nominated, or (c) Portola consolidates with, merges into, or sells, transfers, leases or otherwise disposes of all or substantially all of its assets to another Person in a transaction or series of transactions, in each case in this sub clause (c), without the prior written consent of each of BMS and Pfizer; provided, that, a Portola Change of Control shall not include any reincorporation, merger or consolidation effected exclusively for the purpose of changing the domicile of Portola to another jurisdiction.

Examples of Portola Change of Control in a sentence

This Agreement may be terminated by BMS or Pfizer immediately, by providing written notice of termination to Portola, upon a Portola Change of Control.