Change of Control of the Corporation means any transaction or any event as a result of which (i) any one or more Persons acquires or for the first time controls or is able to vote (directly or through nominees or beneficial ownership) after the Original Issuance Date 51% or more of any class of stock of the Corporation outstanding at the time having power ordinarily to vote for directors of the Corporation or (ii) the control of more than 51% of the number of shares of Common Stock held by Persons on the Original Issuance Date has been transferred (excluding transfers by and among such Persons) since the Original Issuance Date in the aggregate. For purpose of this paragraph (b), "Common Stock" shall include shares of Common Stock issuable upon exercise of warrants, options and other rights to acquire Common Stock outstanding on the Original Issuance Date, whether or not at the time exercised or exercisable.
Change of Control of the Corporation means the occurrence of any one of the following, resulting from any one or a series of related transactions:
Change of Control of the Corporation means where any person, including a group acting jointly or in concert, acquires or becomes the beneficial owner of, or a combination of persons acting jointly or in concert acquire or become the beneficial owner of, either directly or indirectly, more than fifty (50) percent of the voting securities of the Corporation, whether through the acquisition of previously issued and outstanding voting securities, or voting securities that have not been previously issued, or any combination thereof, or any other transaction having a similar effect;
Examples of Change of Control of the Corporation in a sentence
Note that this percentage likely undercounts this type of collaboration as it includes only those participating in a CBO and a relevant ACC program so does not include all types of collaboration.
In addition, if a Change of Control of the Corporation occurs prior to the occurrence of an Award Date in the Corporation’s current fiscal year, the Nomination and Compensation Committee has the discretion to grant awards to each recipient, having regard to the standards of performance reached in respect of each of the performance conditions referred to in the LTIP from the start of the relevant fiscal year to the date of the Change of Control.
The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control of the Corporation has occurred pursuant to the above definition, and the date of the occurrence of such Change of Control and any incidental matters relating thereto.
Steven Poad, Chief Financial Officer: Under the terms of his employment agreement, Mr. Poad is entitled to receive three years’ base salary in the event of a Change of Control of the Corporation and his employment is terminated by the Corporation without just cause or by Mr. Poad within six months of a Change in Control.
In the event of a Change of Control of the Corporation (as defined below), the Consultant shall have the right to cancel this Agreement, within ninety (90) days from the date of the Change of Control, upon written notice to the Corporation.
More Definitions of Change of Control of the Corporation
Change of Control of the Corporation means any of the following: (A) the making of a tender or exchange offer by any person or entity or group of associated persons or entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a "Person") (other than the Corporation or its subsidiaries) for shares of Common Stock pursuant to which purchases are made of securities representing at least fifty percent (50%) of the total combined voting power of the then issued and outstanding Voting Stock of the Corporation; (B) the merger or consolidation of the Corporation with, or the sale or disposition of all or substantially all of the assets of the Corporation, to any Person other than (a) a merger or consolidation which would result in the Voting Stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the Voting Stock of the Corporation or such surviving or parent entity outstanding immediately after such merger or consolidation; or (b) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), of securities representing fifty percent (50%) or more of the combined voting power of the Voting Stock of the Corporation; (C) if; at any time within a two-year period following the acquisition by any Person of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the aggregate, of securities of the Corporation representing forty percent (40%) or more of the total combined voting power of the then issued and outstanding Voting Stock of the Corporation, the persons who at the time of such acquisition constitute the Board of Directors cease for any reason whatsoever to constitute a majority of the Board of Directors; (D) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the aggregate, of securities of the Corporation representing fifty percent (50%) or more of the outstanding Voting Stock of the Corporation by any person or group of persons acting in concert; or (E) the approval by the shar...
Change of Control of the Corporation means any of the following:
Change of Control of the Corporation means if any Person acquires or becomes the beneficial owner of, or a combination of Persons acting jointly acquire or become the beneficial owners of, directly or indirectly more than 35% of the common shares of the Corporation or any shares of the Corporation which in the aggregate represent 35% of the voting shares of the Corporation, whether through the acquisition of previously issued and outstanding shares, or of shares that have not been previously issued, or any combination thereof, or any other transaction having a similar effect;
Change of Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, or any successor thereto, whether or not the Corporation in fact is required to comply with Regulation 14A thereunder.
Change of Control of the Corporation means (i) where any person, including a group acting jointly or in concert, acquires or becomes the beneficial owner of, or a combination of persons acting jointly or in concert acquire or become the beneficial owner of, either directly or indirectly, more than fifty (50) percent of the voting securities of the Corporation, whether through the acquisition of previously issued and outstanding voting securities, or voting securities that have not been previously issued, or any combination thereof, or any other transaction having a similar effect and (ii) where such acquisition of the voting securities of the Corporation is at an effective purchase price of US$0.50 or higher, payable in cash and/or securities of the acquirer, with such effective purchase price to be determined on the date such acquisition is first publicly announced.
Change of Control of the Corporation means the ------------------------------------ occurrence of any of the following: (i) any Person or any group, acquires fifty percent (50%) or more of the outstanding Common Stock; or assets of the Corporation or its Subsidiaries representing more than fifty percent (50%) of the consolidated earning power of the Corporation and its Subsidiaries, other than as a result of a Non-Consensual Tender Offer; (ii) the sale or transfer in one or more transactions of thirty percent (30%) or more of the assets of the Corporation and its Subsidiaries (other than in the ordinary course of business or to the extent such assets are replaced with other assets of equal or better value and function); (iii) Michael Szycher ceases to be Chief Executive Officer of the Corporation as a result of a termination of his employment by the Corporation; or (iv) the consummation of the sale of any Strategic Assets, such that the Corporation is no longer able to pursue the business described in the Form 10-K. For purposes of this definition, the term "group" shall have the same meaning as defined in Section 13(d)(3) of the Exchange Act, to the extent the members of any such group would be required to file a Schedule 13D (or an amendment thereto) with the Securities and Exchange Commission with respect to an acquisition of the type referred to in clause (i) of this definition (assuming that the Common Stock is registered under the Exchange Act).
Change of Control of the Corporation means the acquisition by any person or persons acting in concert (including corporations, partnerships, associations or unincorporated organizations), of legal ownership or beneficial ownership (within the meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission and now in effect under the Securities Exchange Act of 1934 (s amended), of a number of voting shares of capital stock of the Corporation greater than the number of voting shares of capital stock of the Corporation which are then owned, both legally and beneficially (as defined above), by Xxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation ("the Founders"). None of the Founders shall be counted among those persons acting in concert to acquire ownership unless such Founder, acting in concert with an acquiring person or group (an "Acquiring Group Founder"), votes against the other Founders in an election for the Board of Directors or the modification of the Corporation's certificate of incorporation or by-laws or in the vote to accept or reject a plan of merger, sale of substantially all of the assets of the Corporation or similar proposal. The shares of an Acquiring Group Founder shall be counted in the acquiring group's shares and shall not be counted in the shares of the Founders who are not Acquiring Group Founders.