Certain Changes of Control. (a) If (i) Penske Corporation, at any time and for any reason, either (A) ceases to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings from the PTLC Consolidated Group for this determination) (each of (i) and (ii), a “Penske Change of Control”), then each Significant Limited Partner shall have the right, but not the obligation (which right shall expire ninety (90) days after the date on which PTLC gives the notice referred to in the following sentence, to deliver an IPO Notice under Subsection 10.3(a). PTLC shall give prompt written notice to the other Partners of the occurrence of a Penske Change of Control.
Certain Changes of Control. 10.1. In the event that:
Certain Changes of Control. In the event that an OFFERING PARTY makes or signifies its intention of make a bona fide offer which would result in such a party owning, directly or indirectly, more than fifteen per cent (15%) of IOMED's voting stock, on a fully-diulted basis, or otherwise controlling the IOMED's Board of Directors, or otherwise obtains substantial contractual rights pursuant to an agreement with IOMED to the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY (as reasonably determined by ELAN) (each, a "Control Transaction"), IOMED shall (x) not accept such offer until it shall have complied with the remaining provision of this Paragraph without ELAN's consent (in its sole discretion) and (y) advise the appropriate OFFERING PARTY that, in lieu of IOMED accepting such offer, such OFFERING PARTY should make a separate offer with respect to that portion of IOMED's business that relates to the FIELD, and not to the remaining portion of IOMED's business. ELAN shall have a period of thirty (30) days to conduct appropriate due diligence and to determine whether it desires to match an offer made by an OFFERING PARTY with respect to that portion of IOMED's business that relates to the FIELD, (including the same economic, payment and other terms); it being understood that IOMED shall make available to ELAN reasonable and sufficient information to enable ELAN to conduct such due diligence. In the event that ELAN determines to make such offer, IOMED shall accept ELAN's offer and expeditiously consummate such transaction with ELAN. Notwithstanding the foregoing, in the event that an OFFERING PARTY consummates a Control Transaction without the consent of the IOMED's Board of Directors (as such Board is comprised at the time such transaction is first publicly announced or commenced) (including without limitation, in connection with a tender offer or offers or proxy solicitation), ELAN shall have the right in its sole discretion, to terminate the licences granted by ELAN pursuant to this Agreement, without payment or penalty to IOMED.
Certain Changes of Control. 17 11. Representations/Warranties/Indemnities...............................18 12. Impossibility of Performance - Force Majeure.........................19
Certain Changes of Control. In the event of a change of Control of Licensee which results in a Third Party being in a position to change the composition of the board of directors of the Licensee, the Licensee shall give written notice thereof to UCD as soon as is practicable following such change of Control.
Certain Changes of Control. Subject to the provisions of -------------------------- Section 1.15(b)(ii)(A) and (B) hereof, any transaction or series of transactions (as a result of a tender offer, merger, consolidation or otherwise) that involves a transfer of securities of Exelixis, if as a result of such transfer any Person, including a "group," within the meaning of Section 10(d)(3) of the Exchange Act, that includes such Person, and in each case other than Bayer or Xxxxx XX, acquires "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of [ * ] or more of the aggregate stock and/or other voting securities of Exelixis, and such Person or "group" did not, immediately before such transaction, hold directly or indirectly, [ * ] or more of the aggregate stock or voting power of all classes of stock and/or other voting securities of Exelixis. For purposes of this Section 1.15(b)(ii):
Certain Changes of Control. Subject to the provisions of -------------------------- Section 1.15(c)(ii)(A) and (B) hereof, any transaction or series of transactions (as a result of a tender offer, merger, consolidation or otherwise) that involves a transfer of securities of Bayer (or, if Bayer's insecticide business then is being conducted in a separate legal entity that is at the time an Affiliate of Bayer, then involving a transfer of securities of such entity), if as a result of such transfer any Person, including a "group," within the meaning of Section 10(d)(3) of the Exchange Act, that includes such Person, and in each case other than Exelixis or Xxxxx XX, acquires "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of the aggregate stock and/or other voting securities of Bayer or of such separate legal entity, and such Person or "group" did not, immediately before such transaction, hold directly or indirectly, fifty percent (50%) or more of the aggregate stock or voting power of all classes of stock and/or other voting securities of Bayer or of such separate legal entity, as relevant. For purposes of this Section 1.15(b)(ii):
Certain Changes of Control. 20.1 Upon the occurrence of a Change of Control of Isis and/or Newco, Elan shall be entitled, within three months of the occurrence of such event, to require Isis to sell on reasonable terms of payment to Elan all (but not some only) of the Shares, held or beneficially owned by Isis for an amount equal to their fair market value (the "Buyout Option"). Elan shall notify Isis of the exercise of the Buyout Option, no later than 30 business days prior to the proposed exercise thereof, by delivering written notice to Isis stating that the Buyout Option is exercised and the price at which Elan is willing to purchase the Shares of Isis.
Certain Changes of Control. In the event that JV SUB (or an interest therein in excess of [CONFIDENTIAL PORTION OMITTED] of the fully-diluted equity) is acquired (by merger, sale of assets or stock or otherwise) by (a) any of the LISTED COMPANIES or (b) any other entity to which ELAN does not consent, which consent shall not be unreasonably withheld or delayed, such reasonableness to be determined by reference to JV SUB's and/or its controlling persons' intention to continue diligent development and commercialisation of the Products, at the option of ELAN, the AGREEMENT shall be immediately terminated, without any further liability on the part of ELAN to JV SUB; provided that in such event the provisions of Article II Paragraph 8.3.
Certain Changes of Control. In the event that (x) a Change of Control (as hereinafter defined) occurs and (y) as a result thereof or in contemplation thereof, without the consent of Executive nor at the behest of Executive, either Executive's compensation or responsibilities are reduced or the headquarters of the Company is moved to a location outside a 30 mile radius of the Company's existing headquarters, then:
