Permitted Change of Control means any Change of Control that does not constitute a Change of Control Triggering Event.
Permitted Change of Control means any transaction or series of related transactions which otherwise may constitute a Change of Control in which a New Sponsor acquires, either directly or indirectly, through one or more holding companies, Beneficial Ownership of Equity Interests representing 50% or more of the aggregate ordinary voting power in Holdings or conveying the right to nominate a majority of the board of directors of Holdings (whether directly or indirectly through the right to direct the vote of such Equity Interests) and the following additional conditions are met:
Permitted Change of Control means a Change of Control in which the party acquiring Capital Stock and/or assets of the Parent or its Subsidiaries, as the case may be, is not an Affiliate of the Parent or its Subsidiaries immediately prior thereto; provided, however, such Change of Control shall not constitute a Permitted Change of Control hereunder if (a) it shall have occurred in the context of a case (voluntary or involuntary) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect involving any such entity, or after the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of any respective property of such entity; or (b) it shall have occurred after or in connection with any assignment by such entity for the benefit of creditors; or (c) at the time of such transaction such entity shall be unable, or shall fail generally or shall have admitted in writing its inability, to pay its debts as such debts become due.
Examples of Permitted Change of Control in a sentence
A Change of Control shall occur, whether directly or indirectly that is not a Permitted Change of Control.
The Borrower will not enter into any merger, amalgamation, arrangement, consolidation, business combination, capital reorganization, liquidation, winding-up, dissolution or similar transaction (each, a “Business Combination”), unless such Business Combination constitutes a Permitted Change of Control.
Article VII of the Credit Agreement is hereby amended by (a) deleting the phrase “(and, prior to a Permitted Change of Control Transaction, Griffon or the Parent)” in each place that it occurs in paragraphs (h), (i) and (j) thereof.
The Company shall not cause or permit, and shall not permit any Restricted Subsidiary to cause or permit, any Change of Control other than a Permitted Change of Control.
For this purpose, termination of employment by the Executive for any reason during the first six (6) months after the Change of Control (other than a Permitted Change of Control) shall be deemed a termination by the Executive for Good Reason.
More Definitions of Permitted Change of Control
Permitted Change of Control means any transaction or series of related transactions that occurs prior to the date that is two years after the Closing Date that would otherwise constitute a Change of Control pursuant to the definition thereof (without giving effect to the exception for a Permitted Change of Control); provided that (i) subject to Section 1.10, the Borrower shall be in compliance, on a pro forma basis after giving effect to such transactions or series of related transactions (including any Indebtedness Incurred in connection therewith), with (x) a Consolidated First Lien Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to such date of determination, of not greater than 5.00:1.00 and (y) a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to such date of determination, of not greater than 5.95:1.00 and (ii) subject to Section 1.10, in connection with such Permitted Change of Control, affiliated or unaffiliated investors or co-investors, including any New Sponsor, shall invest an aggregate amount equal to, when combined with the Fair Market Value of any Capital Stock of any equity holders of Holdings (or any Parent Entity thereof or any Equityholding Vehicle) and/or its Subsidiaries, including management of the Borrower and its Subsidiaries, who may be given the opportunity to roll over Capital Stock of Holdings (or any Parent Entity thereof or any Equityholding Vehicle), rolled over or invested in connection with such Permitted Change of Control transaction, at least 25.0% of the sum of (x) the pro forma Consolidated Total Debt of Holdings (or any Parent Entity thereof or any Equityholding Vehicle) and its Subsidiaries on the closing date of such Permitted Change of Control after giving effect thereto and (y) the equity capitalization of Holdings and its Subsidiaries on the closing date of such Permitted Change of Control after giving effect thereto.
Permitted Change of Control means a Change of Control in respect of which there is a Relevant Surviving Entity and either:
Permitted Change of Control is defined in Paragraph 21(k).
Permitted Change of Control means: (i) a person (together with any persons Acting in Concert with such person) coming to hold directly or indirectly more than 50 per cent of the voting rights in SoftBank; (ii) a Shareholder Transfer, provided that if a transferee which (together with any persons Acting in Concert) comes to hold more than 50 per cent of the voting rights in the Company subsequently ceases to be directly or indirectly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser) (“Subsequent Shareholder Change of Control”), the date which falls nine weeks after such loss of control by SoftBank will constitute a Change of Control Exit Event; (iii) any transfer of Shares by SVF to its limited partners pursuant to the terms of the limited partnership agreement constituting SVF; (iv) any Internal Reorganisation; and/or (v) the grant of, or exercise of rights in relation to, any Share Security (other than a Distressed Share Sale);
Permitted Change of Control means a Change of Control of the Issuer and/or the Guarantor resulting from acquisition of control by one or more Permitted Holders.
Permitted Change of Control means any Change of Control that does not constitute a Change of Control Repurchase Event.
Permitted Change of Control means any transaction or series of related transactions in which any Permitted Change of Control New Owner shall at any time have Uniti – Bridge Loan and Security Agreement #97751373v29 acquired direct or indirect beneficial ownership of voting power of the outstanding voting Equity Interests of Holdings having more than 50.0% of such outstanding voting Equity Interests of Holdings; provided that, in connection therewith, (a) at least fifteen (15) Business Days (or such later date acceptable to the Administrative Agent (acting at the direction of the Requisite Lenders)) prior to the date of effectiveness of such Permitted Change of Control (the “Permitted Change of Control Closing Date”), the Borrower shall have delivered written notice to the Administrative Agent (for distribution to the Lenders) of such Permitted Change of Control and of the identity of such proposed Permitted Change of Control New Owner; (b) the Administrative Agent (or its counsel) shall have received at least one (1) Business Day prior to the Permitted Change of Control Closing Date (or such shorter period agreed among the Borrower and the applicable Lender or Administrative Agent), (x) all documentation and other information about the Permitted Change of Control New Owner that is reasonably requested in writing by the Administrative Agent or any Lender at least ten (10) Business Days prior to the Permitted Change of Control Closing Date (or such shorter period agreed among the Borrower and the applicable Lender or Administrative Agent) and is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the Patriot Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification (limited to a single LSTA form beneficial ownership certification) in relation to the Borrower, so long as such information is requested in writing at least ten (10) Business Days prior to the Permitted Change of Control Closing (or such shorter period agreed between the Borrower and the applicable Lender or Administrative Agent); and (c) immediately after giving effect to such transaction or series of related transactions, the security interests of the Administrative Agent in the Collateral, taken as a whole (and including with respect to the IRU Agreements), would not be materially impaired (as determined by the...