Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 48 contracts
Samples: Indemnification Agreement (Septerna, Inc.), Indemnification Agreement (Septerna, Inc.), Indemnification Agreement (Upstream Bio, Inc.)
Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined abovebelow), directly or indirectly, of securities of the Company representing fifty twenty percent (5020%) or more of the combined voting power of the Company’s then outstanding securities unless securities; provided, however, that the change in relative Beneficial Ownership foregoing shall not include any Person having such status prior to the consummation of the initial public offering of the Company’s securities by any Person results solely from a reduction in unless after the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction initial public offering such Person is or becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any representing in the aggregate an additional five percent (5%) or more of the combined voting powerpower of the Company’s then outstanding securities;
Appears in 13 contracts
Samples: Indemnification Agreement (Nutanix, Inc.), Employment Agreement (New Age Beverages Corp), Employment Agreement (New Age Beverages Corp)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities [(other than acquisitions of Class B Common Stock by a Qualified Stockholder or its Permitted Transferees (as such terms are defined in the Charter))] unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directorsdirectors [or as a result of conversions of Class B Common Stock], provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 11 contracts
Samples: Indemnification Agreement (Carmell Corp), Officer Indemnification Agreement (Prime Medicine, Inc.), Director Indemnification Agreement (Prime Medicine, Inc.)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of in Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 10 contracts
Samples: Indemnification Agreement (MeridianLink, Inc.), Indemnification Agreement (Edgio, Inc.), Director Indemnification Agreement (Sagimet Biosciences Inc.)
Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined abovebelow), directly or indirectly, of securities of the Company representing fifty twenty percent (5020%) or more of the combined voting power of the Company’s then outstanding securities unless securities, provided that the change in relative Beneficial Ownership foregoing shall not include any Person having such status prior to the consummation of the initial public offering of the Company’s securities by any Person results solely from a reduction in unless after the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction initial public offering such Person is or becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any representing in the aggregate an additional five percent (5%) or more of the combined voting powerpower of the Company’s then outstanding securities;
Appears in 4 contracts
Samples: Employment Agreement (Rackspace Hosting, Inc.), Indemnification Agreement (Blue Nile Inc), Indemnification Agreement (Rackspace Hosting, Inc.)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) % or more of the combined voting power of the Company’s then outstanding securities securities, unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 2 contracts
Samples: Director Services Agreement (Cano Health, Inc.), Director Services Agreement (Cano Health, Inc.)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) 50%)2 or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Samples: Officer Indemnification Agreement (Disc Medicine, Inc.)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) 50%)3 or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Samples: Director Indemnification Agreement (Ikena Oncology, Inc.)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) % or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of in Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined abovebelow), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of in Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Acquisition of Stock by Third Party. Any Person (as defined below), other than a Designating Stockholder, is or becomes the Beneficial Owner (as defined abovebelow), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities, or a Designating Stockholder becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities securities, unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined abovebelow), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
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Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above)Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then then-outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, ; provided that a Change of in Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Samples: Indemnification Agreement (Allurion Technologies Holdings, Inc.)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) 50%)1 or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directorsdirectors [or as a result of conversions of Class B Common Stock], provided that a Change of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
Appears in 1 contract
Samples: Director Indemnification Agreement (Adicet Bio, Inc.)