Change of Control of Parent. No Change of Control shall occur with respect to Parent. For the purposes of this Section 6.6, “Change of Control” means:
Change of Control of Parent. “Change of Control of Parent” shall mean (i) a merger, consolidation, dissolution, tender offer, exchange offer, recapitalization, share exchange, business combination or other similar transaction involving Parent, in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of more than 50% of the outstanding shares of Parent Common Stock; or (ii) the sale or disposition of all or substantially all of the assets of Parent,
Change of Control of Parent. On or after the date of this Agreement, Parent shall not have undergone a change of control.
Change of Control of Parent. Immediately upon any Change of Control of Parent by a Person which is engaged in the specialty retail apparel business, The Limited may impose a 10% surcharge on all Service Costs (other than Service Costs in connection with Schedule III, for which The Limited may impose a 20% surcharge on such Service Costs) incurred by Lane Xxxxxx from the date of the Change of Control of Parent, which surcharge shall be deemed to be part of such Service Costs. If The Limited imposes such surcharge, then from and after the date such surcharge is imposed, Lane Xxxxxx shall have the right to terminate the Services under Schedule III upon twelve months advance written notice to The Limited.
Change of Control of Parent s Subsidiaries. Parent shall at all times own directly or indirectly not less than (a) one hundred (100%)percent of the total outstanding Voting Stock of each Borrower, each Additional L/C Debtor, FSC and Obligor existing as of the date of this Agreement and each other Obligor, formed or acquired after the date hereof, the assets of which Administrative Borrower wishes to include in the Borrowing Base, (b) a majority of the total outstanding Voting Stock (or such greater amount of the total outstanding amount of the Voting Stock of such Obligor as is necessary to appoint a majority of the Board of Directors of such Obligor) of each Obligor formed or acquired after the date hereof whose assets are not included in the calculation of the Borrowing Base. Parent shall not permit (a) the transfer (in one transaction or a series of transactions) of all or substantially all of the assets of any Obligor to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than as permitted in this Agreement, (b) the adoption of a plan by the stockholders of any Obligor relating to the dissolution or liquidation of such Obligor other than as permitted in this Agreement; or (c) FSC to own directly or indirectly less than one hundred (100%) percent of the total outstanding Voting Stock of each of the other Financing Subsidiaries.
Change of Control of Parent. If a Change in Control of Vendor occurs between the Effective Date and September 1, 2013, then (i) any and all restricted stock units then held by the Vendor shall immediately automatically fully vest and become immediately transferable free of restrictions, other than restrictions imposed by applicable law; and (ii) any cash scheduled to be paid to Vendor under Section 3.6.2 shall automatically fully vest and become due and payable. “
Change of Control of Parent. If, during the Revenue Based Contingent Consideration Payment Period, Parent proposes to enter into a Change of Control, such Change Control shall be conditioned upon the successor organization agreeing to undertake the obligations of Parent under this Agreement.
Change of Control of Parent. (a) Upon the consummation of a Change of Control of Parent, Parent (or the Successor Entity) or the Company may within 10 calendar days thereafter (the “Termination Election Period”), by written notice to the other Party, terminate this Agreement and Parent shall pay to the Company within thirty calendar days an amount in cash equal to the sum of the Liquidated Damages Amount. If neither Parent (or the Successor Entity) nor the Company terminates this Agreement pursuant to this Section 5.5(a) within the Termination Election Period, then this Agreement shall continue in full force and effect and Parent (or the Successor Entity) shall confirm such continuation in writing.
Change of Control of Parent. Notwithstanding anything to the contrary contained herein, if, following a Change of Control (as defined below) of Parent, the business strategy of Parent or any successor to Parent or any subsidiary thereof including the Surviving Corporation (collectively, a “Successor Entity“) changes such that the Successor Entity fails to use Commercially Reasonable Efforts to (i) file an NDA for approval of Treanda for the treatment of NHL or CLL and/or (ii) obtain FDA Approval for the treatment of NHL or CLL (each a “Trigger Event“), then the Earn Out Payments, to the extent not already paid in accordance with this Section 2.2, shall become immediately due and payable and Parent shall: (i) provide the Stockholders’ Representatives with written notice in accordance with Section 11.5 of this Agreement of such Trigger Event no later than five (5) days following the occurrence of such Trigger Event, (ii) deposit with the Payment Agent, for the benefit of the Stockholders (other than holders of Dissenting Shares) the aggregate amount of such Earn Out Payments by wire transfer of immediately available funds no later than ten (10) days following the occurrence of such Trigger Event and (iii) cause the Payment Agent, immediately following the deposit of the funds in accordance with subsection (ii) above, to pay to each Stockholder (other than holders of Dissenting Shares), a cash amount, without interest, equal to such Stockholder’s applicable pro-rata percentage of such amount as set forth on Exhibit F hereof. “Change of Control“ as used in this Section 2.2(f) shall mean a transaction which results in (a) the voting securities of Parent immediately prior to such transaction ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such transaction; (b) any third party (other than a trustee or other fiduciary holding securities under an employee benefit plan) becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of Parent; or (c) a sale or other disposition to a Third Party of all or substantially all of the assets or business of Parent.
Change of Control of Parent. In the event of a change of control of Parent (including, without limitation, a merger involving Parent where the stockholders of Parent immediately prior to the transaction hold less than 50% of the shares of the surviving entity or a sale of all or substantially all of the assets owned by Parent) or, directly or indirectly, a change of control of the Surviving LLC or any other entity that holds the assets of the Company at such time, in any case prior to the Contingent Consideration Payment Date (2022), Parent shall (A) ensure that such purchaser affirmatively assumes the obligations of Parent with respect to this Section 1.7 and all other sections of this Agreement relating to, or otherwise impacting, the Contingent Consideration as contemplated hereunder or (B) issue and deliver to the Payment Agent for distribution to the Effective Time Holders immediately prior to the closing of such transaction (1) shares of Parent Common Stock comprising the Change of Control Contingent Consideration (2021-2022) in the event the closing of such change of control transaction occurs prior to the Contingent Consideration Payment Date (2021), or (2) shares of Parent Common Stock comprising the Change of Control Contingent Consideration (2022) in the event the closing of such change of control transaction occurs on or after the Contingent Consideration Payment Date (2021) and prior to the Contingent Consideration Payment Date (2022).
