A Change of Control means (a) the acquisition by any individual, entity or group (within the meaning of Section 12(d)(3) or 14 (d)(2) of the Exchange Act) (an "Acquiring Person") of beneficial ownership (within the meaning of the rule 13d-e promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding shares of Common Stock of the Corporation (the "Outstanding Corporation common stock") or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); (b) individuals who, as of the date hereof, constitute the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof, whose election, or nomination for election by the Corporations shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Acquiring Person other than the Board; or (c) approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. 4 EXHIBIT 10.43 In addition to the foregoing, in the event a Change In Control transaction occurs and the options evidenced by this Agreement become subject to such acceleration of exercisability but the holder of such options elects not to exercise such options, all such options shall terminate upon consummation of such Change In Control transaction.
A Change of Control means an occurrence any of the following:
A Change of Control shall be deemed to have occurred at the time (whether or not approved by the Management Board or Supervisory Board of the Issuer) that any person or persons (“Relevant Person(s)”) acting in concert or any person or persons acting on behalf of any such Relevant Person(s), at any time directly or indirectly or acquire(s) or come(s) to own (A) more than 50 per cent. of the issued ordinary share capital of the Issuer or (B) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of shareholders of the Issuer.
Examples of A Change of Control in a sentence
A Change of Control of Partner will be deemed an assignment of this Agreement.
A Change of Control Event occurs if at any time, the State of Norway ceases to own and be able to vote for, directly or indirectly, 100 % of the shares of the Issuer.
A Change of Control of Partner shall be deemed an assignment of the Agreement.
A Change of Control by Buyer or any successor-in-interest to Buyer shall be deemed an assignment.
A Change of Control does not include the Air Canada acquisition of or any of its subsidiaries.
More Definitions of A Change of Control
A Change of Control means: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such transaction, or (b) a sale or other disposition of all or a substantial part of the Company's assets.
A Change of Control shall be deemed to have occurred if:
A Change of Control means any transaction where one Party is acquired, merged into or consolidated with or reorganized into another corporation or legal entity and as a result of such transaction less than a majority of the combined voting power of the then outstanding securities of the Party immediately after the transaction are held in the aggregate by the persons holding such securities immediately prior to the transaction. A Change of Control shall not include any transaction where the other party to the transaction is a wholly owned subsidiary of the ultimate parent corporation of the Party.
A Change of Control means (a) the acquisition by any individual, entity or group (within the meaning of Section 12(d)(3) or 14 (d)(2) of the Exchange Act) (an "Acquiring Person") of beneficial ownership (within the meaning of the rule 13d-e promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding shares of Common Stock of the Corporation (the "Outstanding Corporation common stock") or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); (b) individuals who, as of the date hereof, constitute the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to 4 EXHIBIT 10.44 the date hereof, whose election, or nomination for election by the Corporations shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Acquiring Person other than the Board; or (c) approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. In addition to the foregoing, in the event a Change In Control transaction occurs and the options evidenced by this Agreement become subject to such acceleration of exercisability but the holder of such options elects not to exercise such options, all such options shall terminate upon consummation of such Change In Control transaction.
A Change of Control means: (1) any "person" or "group," within the meaning of Section 13(d) of 14(d)(2) of the Exchange Act, becomes the ultimate "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of more than 35% of the total voting power of the Voting Stock of the Company, the Manager or DCC (as the case may be), on a fully diluted basis and such ownership represents a greater percentage of the total voting power of the Voting Stock of the Company, the Manager or DCC (as the case may be), other than is held by the controlling stockholder and its Affiliates of the Company Manager or ACC (as the case may be), on the Effective Date; (2) Individuals who on the Effective Date constitute the Board of Directors, together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders of the Company Manager or ACC (as the case may be), was approved by a vote of at least a majority of the members of the Board of Directors on the Effective Date or whose election or nomination for election was previously so approved, case for any reason to constitute a majority of the members of the Board of Directors then in office; (3) the sale, lease, transfer, conveyance or other disposition (other than by away of merger or consolidation), in one or a series of related transactions, of all or substantially all the combined assets of the Company, taken as a whole, to any Person other than the Company Manager or ACC (as the case may be), or any Affiliate thereof; or (4) the adoption of a plan of liquidation or dissolution of the Company, the Manager or DCC (as the case may be); and
A Change of Control means a person or any persons acting in concert (as defined in article 606 of the Belgian Company Code) (jointly referred to as the Offeror):
A Change of Control. [has/has NOT] occurred [on (date)]. If a Change of Control has NOT occurred, Executive is not entitled to any benefits under the Termination Agreement.