Termination for Change of Control definition

Termination for Change of Control. Contractor shall promptly notify County, but in no event later than ten (10) business days after the closing date, of any Change of Control by Contractor. County may terminate this Contract upon occurrence of a Change of Control by Contractor and written notice of termination from County within ninety (90) calendar days after County receives notice of such event, with such termination to be effective ninety (90) calendar days after such notice of termination is given to Contractor by County. For purposes of this Contract, "Change of Control" means the merger, consolidation, sale of substantially all of the assets or similar transaction or series of transactions, including without limitation a transaction or series of transactions as a result of which a Party's shareholders before such transaction or series of transactions, own less than fifty percent (50%) of the total number of voting securities of the surviving entity immediately after such transaction or series of transactions.
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Examples of Termination for Change of Control in a sentence

  • Termination for Change of Control The Administrator shall give notice to the Issuer and the Trustee of:(A) any acquisition by any person of an equity interest in it granting such person the ability to Control its affairs; or (B) any acquisition of all or substantially all of its assets, (each a “Change of Control”), as soon as practicable following, and in any event within 20 Business Days after, the completion of the Change of Control.

  • This Agreement shall become effective on the Effective Date and shall continue for so long as both Parties (or their sublicensees or Affiliate(s)) are Developing or Commercializing Vibegron, unless otherwise extended or terminated earlier by agreement of the Parties or as set forth in Section 7.2 (Termination for Material Breach), Section 7.3 (Termination for Change of Control), or Section 7.4 (Termination by Urovant Before Receipt of SAS Dataset).

  • In the event of termination of this Agreement under Section 15.4 (Termination for Change of Control) or other termination of this Agreement other than by reason of Yahoo’s breach, the Applicable Royalty shall be as follows: [*] Under no circumstances shall the FMV royalty under [*] or the Applicable Royalty under [*] be payable until Yahoo commences to exercise the applicable license thereunder, nor shall it extend beyond the term of the applicable license (and, in no event, beyond [*]).

  • Where Marconi has terminated the Agreement or any part thereof pursuant to Clause 13.4 (Termination for Change of Control) due to the change of Control of Marconi, the relevant provisions of Schedule 13 (Termination Compensation) shall have effect.

  • The Customer may require the Service Provider to terminate the relevant Sub-contract if there is a Change of Control of a Key Sub-contractor on the same terms as those set out in clause 7 (Termination for Change of Control).

  • Agreements other than the one relating to the relevant Key Country shall be deemed to have been terminated in accordance with the provisions corresponding to Clause 14.6 of the Pro Forma County Agreement (Termination for Change of Control).

  • Cabinet is asked to approve the use of £769,094.83 to fund 4 NCIL Projects over £100,000.

  • Should Purchase Orders remain in effect due to a Termination for Change of Control then within [***] of completion of such Purchase Orders, SELLER shall return all such BUYER property to BUYER.

  • The Customer may upon written notice require the Supplier to terminate the relevant Sub-contract if there is a Change of Control of a Key Sub-contractor on the same terms as those set out in clause57.4 (Termination for Change of Control).

  • The Authority may terminate require the Supplier to terminate the relevant Sub-contract if there is a Change of Control of a Key Sub-contractor on the same terms as those set out in clause (Termination for Change of Control).

Related to Termination for Change of Control

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

  • Termination for Cause or "Cause" shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order, or any material breach of this Agreement, in such case as measured against standards generally prevailing at the relevant time in the savings and community banking industry. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Bank or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

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

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • 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.