Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 9 contracts
Samples: Change in Control and Severance Agreement (Athira Pharma, Inc.), Change in Control and Severance Agreement (Athira Pharma, Inc.), Change in Control and Severance Agreement (Athira Pharma, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 8 contracts
Samples: Change in Control and Severance Agreement (RenovoRx, Inc.), Change in Control and Severance Agreement (Ibotta, Inc.), Change in Control and Severance Agreement (Kinnate Biopharma Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 7 contracts
Samples: Change in Control and Severance Agreement (Ibotta, Inc.), Change in Control and Severance Agreement (Ibotta, Inc.), Change in Control and Severance Agreement (Ibotta, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (Div) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionSection 2.4, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole primary purpose is to change the jurisdiction of the Company’s incorporation, or (yii) its sole primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 7 contracts
Samples: Employment Agreement (Lyft, Inc.), Employment Agreement (Lyft, Inc.), Employment Agreement (Lyft, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or PersonsPerson) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 6 contracts
Samples: Change in Control Severance Agreement (Roblox Corp), Change in Control Severance Agreement (Roblox Corp), Confirmatory Employment Letter (DoorDash Inc)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitiondefinition of Change in Control, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 6 contracts
Samples: Employment Agreement (Constellation Alpha Capital Corp.), Employment Agreement (TrueCar, Inc.), Employment Agreement (TrueCar, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection clause (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the then-outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding For this definition, gross fair market value means the foregoingvalue of the assets of the Company, a or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transaction will not be deemed a Change in of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. 409A (as defined above). Further and for the avoidance of doubt, a transaction will not constitute a Change in of Control if: (xi) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 5 contracts
Samples: Change of Control and Severance Agreement (Quantenna Communications Inc), Change of Control and Severance Agreement (Quantenna Communications Inc), Change of Control and Severance Agreement (Quantenna Communications Inc)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionsubsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For these purposes, persons will shall be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoingforegoing provisions of this definition, a transaction will not be deemed constitute a Change in of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in of Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 5 contracts
Samples: Involuntary Termination Protection Agreement (Vivint Solar, Inc.), Involuntary Termination Protection Agreement (Vivint Solar, Inc.), Involuntary Termination Protection Agreement (Vivint Solar, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, the reference to “Company” in this definition shall be updated to the extent set forth in Section 20 of the Plan. For clarity, the SPAC Closing shall not constitute a Change in Control under the Plan.
Appears in 4 contracts
Samples: Appointment as Temporary Chief Executive Officer (Solid Power, Inc.), Confirmatory Employment Letter (Solid Power, Inc.), Confirmatory Employment Letter (Solid Power, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s 's stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionsubsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For these purposes, persons will shall be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoingforegoing provisions of this definition, a transaction will not be deemed constitute a Change in of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in of Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s 's securities immediately before such transaction.
Appears in 4 contracts
Samples: Executive Employment Agreement (Vivint Solar, Inc.), Executive Employment Agreement (Vivint Solar, Inc.), Executive Employment Agreement (Vivint Solar, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c)subsection, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the then-outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C)Person. For purposes of this subsection (c)definition, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a A transaction will not be deemed a Change in of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. 409A (as defined below). Further and for the avoidance of doubt, a transaction will not constitute a Change in of Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 3 contracts
Samples: Change of Control and Severance Agreement (Block, Inc.), Change of Control and Severance Agreement (Square, Inc.), Change of Control and Severance Agreement (Square, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding anything in this clause (c) to the contrary, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (1) a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or (2) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clauses (a) or (c) of this definition.
(a) For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. .
(b) Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. 409A.
(c) Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 3 contracts
Samples: Confirmatory Employment Letter (Appdynamics Inc), Confirmatory Employment Letter (Appdynamics Inc), Confirmatory Employment Letter (Appdynamics Inc)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders shareholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will shall not constitute a Change in Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will shall be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 3 contracts
Samples: Executive Inducement Stock Option Award Agreement (Sarepta Therapeutics, Inc.), Change in Control and Severance Agreement (Sarepta Therapeutics, Inc.), Change in Control and Severance Agreement (Sarepta Therapeutics, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or PersonsPerson) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Transphorm, Inc.), Securities Agreement (KKR Phorm Investors L.P.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c)subsection, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i1) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii2) a transfer of assets by the Company to: (Aa) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (Bb) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (Cc) a Person, that owns, directly or indirectly, fifty percent (50%) 40% or more of the total value or voting power of all the outstanding stock of the Company, or (Dd) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C)Person. For purposes of this subsection (c)definition, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in of Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. Further 409A and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactionofficial guidance thereunder.
Appears in 2 contracts
Samples: Executive Employment Agreement (Blackline, Inc.), Executive Employment Agreement (Blackline, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or PersonsPerson) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 2 contracts
Samples: Change in Control and Severance Agreement (Sumo Logic, Inc.), Change in Control and Severance Agreement (Sumo Logic, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person or PersonsPerson) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, Person that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a “change in control event event” within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 2 contracts
Samples: Confirmatory Employment Letter (Samsara Inc.), Confirmatory Employment Letter (Samsara Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders members immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder member of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stockshares, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock shares of the Company, or (D4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Cb)(3). For purposes of this subsection (cSection 5.8(b)(3), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. provided, that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in clause (1), (2) or (3) also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code. For purposes of this definitionSection 5.8, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stockshares, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction the following transactions will not constitute a Change in Control ifan Acquisition: (xi) a transaction if its sole purpose is to change the jurisdiction of the Company’s incorporation, or ; (yii) a transaction if its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactiontransaction or (iii) an acquisition of additional voting power of shares held by FF Top Holding LLC, a Delaware limited liability company, as a result of the increase in voting power attributed to a share of Class B common stock, par value $ 0.0001 per share, of the Company, following the occurrence of a qualifying equity market capitalization of the Company in accordance with the Company’s Second Amended and Restated Certificate of Incorporation (as the same may be amended, restated or otherwise modified from time-to-time). In addition, a “Person,” as used in this Section 5.8, shall not include (w) the Company or any of its Affiliates; (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (y) an underwriter temporarily holding securities pursuant to an offering of such securities; or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Faraday Future Intelligent Electric Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or PersonsPerson) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) 85% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (cii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders shareholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stockshares, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, Person that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock shares of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Cii)(B)(3). For purposes of this subsection (cii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionSection 10(d), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stockshares, purchase or acquisition of assets, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.]
Appears in 1 contract
Samples: Employment Agreement (Spreadtrum Communications Inc)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, the reference to “Company” in this definition shall be updated to the extent set forth in Section 20 of the Plan. For clarity, the SPAC Closing shall not constitute a Change in Control under the Plan.
Appears in 1 contract
Samples: Executive Change in Control and Severance Plan Participation Agreement (Solid Power, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionSection 2.6, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 1 contract
Samples: Merger Agreement (Osprey Technology Acquisition Corp.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.. RenovoRx - Change in Control and Severance Agreement (Axxxxx Xxxx Xxxxx)
Appears in 1 contract
Samples: Change in Control and Severance Agreement (RenovoRx, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionSection 2.4, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 1 contract
Samples: Merger Agreement (Osprey Technology Acquisition Corp.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s 's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s 's assets: (i) a transfer to an entity that is controlled by the Company’s 's stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s 's stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s 's incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s 's securities immediately before such transaction. In addition, the reference to "Company" in this definition shall be updated to the extent set forth in Section 20 of the Plan. For clarity, the SPAC Closing shall not constitute a Change in Control under the Plan.
Appears in 1 contract
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a i)a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a ii)a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.. In addition, the reference to “Company” in this definition shall be updated to the extent set forth in Section 20 of the Plan. For clarity, the SPAC Closing shall not constitute a Change in Control under the Plan.
Appears in 1 contract
Change in Ownership of a Substantial Portion of the Company’s Assets. A change For purposes of this Agreement, a Change in the ownership Ownership of a substantial portion Substantial Portion of the Company’s assets which Assets occurs on the date that any Person one person, or more than one person acting as a group (as determined in subsection(d) hereof), acquires (or has acquired during the twelve (12) -month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty 40 percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c)purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no Change in Control Event under this subsection (c) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in this paragraph. A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to:
(i) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
(ii) An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company;
(iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or
(iv) An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in subsection (c)(iii) hereof. For purposes of this definitionsubsection (c) and except as otherwise provided, persons will be considered a person’s status is determined immediately after the transfer of the assets. For example, a transfer to be acting as a group if they are owners of a corporation that enters into in which the transferor corporation has no ownership interest before the transaction, but which is a merger, consolidation, purchase or acquisition majority-owned subsidiary of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless transferor corporation after the transaction qualifies is not treated as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction ownership of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially assets of the same proportions by the persons who held the Company’s securities immediately before such transactiontransferor corporation.
Appears in 1 contract
Samples: Special Severance Agreement (United Bancorp Inc /Oh/)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: :
(i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (Div) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionSection 2.4, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole primary purpose is to change the jurisdiction of the Company’s incorporation, or (yii) its sole primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 1 contract
Samples: Employment Agreement (Lyft, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitiondefinition of Change in Control, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 1 contract
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ciii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitionSection 1(d), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A. 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 1 contract
Samples: Compensatory Warrant Agreement (Loop Industries, Inc.)
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person person or Personspersons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) % of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (iA) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (iiB) a transfer of assets by the Company to: (A1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B2) an entity, fifty percent (50%) % or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C3) a Person, that owns, directly or indirectly, fifty percent (50%) % or more of the total value or voting power of all the outstanding stock of the Company, or (D4) an entity, at least fifty percent (50%) % of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(Ciii)(B)(3). For purposes of this subsection (ciii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definitiondefinition of Change in Control, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (xi) its sole purpose is to change the jurisdiction state of the Company’s incorporation, or (yii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
Appears in 1 contract
Samples: Employment Agreement (TrueCar, Inc.)
