Qualified Change of Control means a Change of Control that qualifies as 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, within the meaning of Section 409A(a)(2)(A)(v) of the Code.
Qualified Change of Control shall be deemed to have occurred in the event that any person, entity or group shall become the beneficial owner of such number of shares of Class A and/or Class B Common Stock, and/or any other class of stock of CAM, then outstanding that is entitled to vote in the election of directors (or is convertible into shares so entitled to vote) as together possess more than fifty percent (50%) of the voting power of all of the then outstanding shares of all such classes of voting stock of CAM so entitled to vote. For purposes of the preceding sentence, "person, entity or group" shall not include (i) any employee benefit plan of the Company or (ii) the Calamos Family; and for purposes of this paragraph (v) "group" shall mean persons who act in concert as described in Section 14(d)(2) of the 1934 Act and "Calamos Family" shall mean Xxxx X. Xxxxxxx, Xx., Xxxx X. Calamos and/or Xxxx X. Xxxxxxx, Xx., and their respective spouses and lineal descendants, and each corporation, trust or other entity controlled by any of the foregoing individuals.
Qualified Change of Control means a transaction (or series of related transactions), the consummation of which results in the acquisition by an independent third party or independent third parties of at least 51% of the economic interests represented by the equity owned by the Company’s partners as of the date hereof (calculated immediately prior to the occurrence of such event) (whether through a merger, consolidation, sale or transfer of interests or sale of assets) and the receipt by the Company’s current partners as of the date hereof of cash, cash equivalents or marketable securities; provided that, if at least 80% of the economic interests represented by the equity owned by the Company’s current partners as of the date hereof is transferred, regardless of the consideration received, such event will be deemed to be a Qualified Change of Control. Notwithstanding anything in this Agreement to the contrary, a Qualified Change of Control shall not include the transactions completed pursuant to that certain Agreement and Plan or Reorganization between the Company and SeaBridge Freight Corp., a Nevada corporation.
Examples of Qualified Change of Control in a sentence
In the event the Major Transaction Notice relating to a Qualified Change of Control Transaction includes an Assumption Election, the Holder shall send written notice to the Company within the Early Termination Period if the Holder elects to waive this Section 5(c) in its entirety in which event no Assumption shall occur.
If Parent consummates a Change of Control that is not a Qualified Change of Control, then, within thirty (30) days following the consummation of such Change of Control, Borrower shall deliverwritten notice to Lender of such Change of Control setting forth a reasonably detailed calculation, together with supporting information, of the Applicable Change of Control Payment (such notice, a “ Change of Control Payment Notice”).
Home Inspector:A Home Inspector will perform a home inspection during the buying process.
Thisregulation will be enforced during vessel transit on April 1, 2018 or alternatively, March 29th, 30th, 31st, April 2nd, 3rd, or 4th, 2018.Dated: December 19, 2017.Bion B.
If a Change of Control that is not a Qualified Change of Control occurs, then, within thirty (30) days fo lowing such Change of Control, Borrower sha l deliver written notice to Lender of such Change of Control setting forth a reasonably detailed calculation, together with supporting information, of the Cap Amount (calculated as of the date that is ten (10) calendar days fo lowing the date such notice is delivered (such date, the "Change of Control Payment Date”)).
More Definitions of Qualified Change of Control
Qualified Change of Control means a Change of Control that (A) involves a bona fide, arm’s length transaction with a third-party unaffiliated with the Corporation, the terms of which have been negotiated in good faith by the Corporation and such third-party, and (B) in respect of a stock purchase or merger, results in such third party acquiring one hundred percent (100%) of the voting securities (excluding options, warrants or other rights to purchase capital stock of the Corporation then outstanding) of the Corporation.
Qualified Change of Control means the occurrence of any of the following, in each case within five years following the Effective Date:
Qualified Change of Control means any sale, transfer, issuance or redemption or series of sales, transfers, issuances or redemptions (or any combination thereof) of membership interests in the Parent by the holders thereof or the Parent that results in any person or entity or group of affiliated persons or entities (other than the holders of membership interests in the Parent) (on a fully diluted basis) as of immediately prior to any such transaction or series of transactions) owning more than 50% of the outstanding common membership interests of the Parent so long as such transaction or series of transactions is designated as a Qualified Change of Control by the Parent Board.
Qualified Change of Control means a Change of Control in which the consideration paid or payable per share of Common Stock exceeds the Conversion Price, determined as of (i) the record date for any solicitation relating to any merger, sale of assets or other Change of Control transaction in which the holders of Common Stock or Preferred Stock, or both, shall be solicited for a vote to authorize such transaction, (ii) the date of any written consent of holders of Common Stock or Preferred Stock, or both, if any such transaction shall be so authorized in lieu of a solicitation described in clause (i), or (iii) the first public announcement of any tender offer for shares of Common Stock or Preferred Stock, or both, which would result in a Change of Control.
Qualified Change of Control means, with respect to Theravance, a Change of Control in which the Acquiring Entity, as of the time of such Change of Control, (x) has a field sales force (whether its own or a contract sales organization) in the United States targeting gastroenterologists that promotes any pharmaceutical product that has Marketing Approval for any Primary Indication or for Celiac Disease or (y) would reasonably be likely to [***].
Qualified Change of Control means, with respect to any record or beneficial owner of a share of Common Stock, any transaction involving (a) any purchase or acquisition (whether by way of merger, share exchange, consolidation, business combination or consolidation) of more than fifty percent (50%) of the total outstanding voting securities of such owner or any tender offer or exchange offer that results in another person (or the shareholders of such other person) beneficially owning more than fifty percent (50%) of the total outstanding voting securities of such owner; or (b) any sale, exchange, transfer or other disposition of more than fifty percent (50%) of the assets of such owner and its subsidiaries, taken together as whole; provided, however, that the fair market value of all of the shares of Common Stock held or beneficially owned by such owner and its subsidiaries, taken together as a whole, must be less than one-half of one percent of the fair market value of all of the assets of such owner and its subsidiaries, taken together as a whole, at the time of such transaction. Any such owner must, upon the Corporation’s request, provide information to the Board that any such transaction qualifies as a Qualified Change of Control, and any good-faith determination of the Corporation that a particular transaction qualifies or does not qualify as a Qualified Change of Control shall be conclusive and binding.
Qualified Change of Control means a transaction (or series of related transactions), the consummation of which results in the acquisition by an independent third party or independent third parties of at least 51% of the economic interests represented by the equity owned by the Investors (calculated immediately prior to the occurrence of such event) (whether through a merger, consolidation, sale or transfer of the Investors’ interests or sale of assets) and the receipt by the Investors of cash, cash equivalents or marketable securities; provided that, if at least 80% of the economic interests represented by the equity owned by the Investors is transferred, regardless of the consideration received, such event will be deemed to be a Qualified Change of Control.