Change in Control of a Member Sample Clauses

Change in Control of a Member. (a) In the event that Bechtel ceases to be a privately held company owned and controlled directly or indirectly by the Bechtel family and its senior management personnel, at the sole discretion of the University, Bechtel shall be considered as having withdrawn and resigned from the Company and its Membership Interest shall be terminated upon redemption by the Company to Bechtel of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of Xxxxxxx'x Capital Account. Provided further that Xxxxxxx’x rights to participate in the management and sharing of profits and losses transferred in accordance with Exhibit D shall continue to be exercised by WG and BWXT as provided therein. (b) In the event a controlling interest in the University is transferred outside of the Board of Regents, at the sole discretion of Bechtel, the University shall be considered as having withdrawn and resigned from the Company and its LLC Interest and Ownership Interest shall be terminated upon redemption by the Company to the University of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of Xxxxxxx'x Capital Account. (c) In the event that there is a sale, assignment, transfer, exchange, pledge, encumbrance, or other disposition of WG's interest in any manner, in whole or in part, whether voluntary or involuntary, or by operation of law or otherwise, including change in the ownership structure of a WG due to a sale or transfer of a substantial portion of the WG's stock or assets from its current holder(s) to an unrelated third party without the express prior written consent of Bechtel and the University, WG shall cease to have any right to participate in the profits of or the management of the Company upon redemption by the Company to WG of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of WG's Capital Account, and any obligations of Bechtel or the Company to WG under Exhibit C shall be deemed void. (d) In the event that there is a sale, assignment, transfer, exchange, pledge, encumbrance, or other disposition of BWXT's interest in any manner, in whole or in part, whether voluntary or involuntary, or by operation of law or otherwise, including change in the ownership structure of BWXT due to a sale or transfer of a substantial portion of the BWXT's stock or assets from its current hold...
Sample 1
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Change in Control of a Member. At any time, a "Change in Control" of a Member shall be deemed to be a sale, transfer or conveyance of such Member's Percentage Interest and shall trigger the right of the other Member to purchase such Member's Percentage Interest pursuant to Section 9.2 as if this change in control was a default by the changed member. For purposes of this Agreement "Change in Control" of a Member shall mean a change in the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Member, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities and Exchange Act of 1934.
Sample 1
Change in Control of a Member. Except where a Member’s shares are listed on a recognized stock exchange, if after the Effective Date there is to be a Change in Control of a Member or there is a Change in Control of a Member then the Member in relation to whom a Change in Control is to occur or has occurred (“CC Member”), shall promptly give a Notice (“Change in Control Notice”) to the other Member (or Members, as the case may be) (“Continuing Member” or “Continuing Members”, as the case may be) of the fact that a Change in Control will occur or has occurred. The Change in Control Notice will (subject to any Project Security) will constitute a grant by the CC Member to the Continuing Member or Continuing Members, as the case may be of an option (“CC Option”) to acquire its entire Membership Interest (“Interest”) and the CC Option:
Sample 1
Change in Control of a Member. Without limiting the ----------------------------- generality of the provisions of Section 11.1(a), upon the occurrence of a Change --------------- of Control Event with respect to either Member, the sole remedy of the other Member shall be to trigger its buy/sell rights pursuant to ARTICLE XI. A "Change ---------- of Control Event" shall mean a transaction or a series of related transactions (voluntary or involuntary, by operation of law or otherwise) resulting in (i) a merger of (or other business combination with respect to) such Member, where the Person(s) owning such Member prior to such event constitute less than fifty percent (50%) of the Person(s) owning such Member after such event or where the Person(s) owning such Member prior to such event do not retain possession, directly or indirectly, of the right to direct or cause the direction of the management and policies of such Member, whether through the ownership of voting securities, by contract or otherwise, (ii) a change in the beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of such Member, or (iii) a sale of all or substantially all of the assets of such Member; provided, however, that a Transfer permitted pursuant to Section 10.1 -------- ------- ------------ shall not constitute a Change of Control Event for purposes of the foregoing.
Sample 1
Change in Control of a Member. If the owners of a Member as of the date of this LLC Agreement cease at any time to own at least 51% of the voting interests of such Member (a "Change in Control"), unless the other Members shall agree otherwise such Member shall relinquish all voting rights associated with its Percentage Interest (except its rights under Section 3.7(a), (c), (d), (e), (f) and (k)). Provided, however, that no such relinquishment shall occur if the aggregate tangible net worth of the owners of such Member immediately after such change in control is at least equal to the aggregate tangible net worth of the owners of such Member immediately prior to such change in control.
Sample 1

Related to Change in Control of a Member

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (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 Company’s 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 a Person other than the Board; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

  • Change in Control Event (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event. (b) A Change in Control shall not be a Qualifying Distribution Event.

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Change of Control/Change in Management (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office; (ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent Guarantor; (iii) The Parent Guarantor shall cease to own and control, directly or indirectly, at least a majority of the outstanding Equity Interests of the Borrower; or (iv) The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

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