Change of Corporate Control. (a) Notwithstanding Sections 3, 4, 5, 6, 7 and 8, and in the event that there is “Change of Control” as defined in this Section 10, of BB&T subsequent to the date hereof, the Option shall (subject to the terms of Section 10(c) herein) become fully vested and fully exercisable as of the effective date of such event without regard to the installment exercise limitations set forth in Section 3(b).
Change of Corporate Control. For purposes of this Agreement, a "Change of Control" shall have occurred upon notice that (i) any individual or entity (other than the Company, any subsidiary of the Company, any employee benefit plan or other compensation program or arrangement of the Company or of any subsidiary of the Company, or any person holding shares of the Company's common stock for or pursuant to the terms of any such plan, program or arrangement), alone, or together with its Affiliates (as defined below) and Associates (as defined below), shall become an Acquiring Person (as defined below); or (ii) the shareholders of the Company approve a definitive agreement for a merger or consolidation involving the Company which would result in the common stock of the Company outstanding immediately prior to such merger or consolidation continuing to represent (whether by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such other entity outstanding immediately after such merger or consolidation; or (iii) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or (iv) the Continuing Directors (as defined below) no longer constitute a majority of the Board. "Acquiring Person" means any individual or entity who or which, together with all its Affiliates and Associates, has
Change of Corporate Control. If the Mortgagor is a corporation, the Mortgagor covenants and agrees that if:
Change of Corporate Control. If Sublessee is a corporation, any transfer of any of Sublessee's issued and outstanding capital stock or any issuance of additional capital stock, as a result of which the majority of the issued and outstanding capital stock of Sublessee is held by a Person or Persons who do not hold a majority of the issued and outstanding capital stock of Sublessee on the date of this Sublease, in the case of the original Sublessee, or on the date on which Sublessee acquires the leasehold estate under this Sublease, in the case of a direct or indirect assignee of the original Sublessee, shall be deemed an assignment under this Section 12; provided, however, that this sentence shall not apply to a corporation if all of the outstanding voting stock of such corporation is registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended. If Sublessee is a partnership, any transfer of any interest in the partnership or any other change in the composition of the partnership which results in a change in the control of Sublessee from the Person or Persons controlling the partnership on the date of this Sublease, in the case of the original Sublessee, or on the date on which Sublessee acquires the leasehold estate under this Sublease, in the case of a direct or indirect assignee of the original Sublessee, shall be deemed an assignment under this Section 12.
Change of Corporate Control. If any assignee of Tenant is a corporation, any transfer of any of the corporation's issued and outstanding capital stock or any issuance of additional capital stock, as a result of which the majority of the issued and outstanding capital stock of the corporation is held by a Person or Persons who do not hold a majority of the issued and outstanding capital stock of the corporation on the date of the assignment of this Lease shall be deemed an assignment under this Section 15; provided, however, that this sentence shall not apply to a corporation if any of the outstanding voting stock of such corporation is registered under federal or state securities laws. If any assignee of Tenant is a partnership, any transfer of any interest in the partnership or any other change in the composition of the partnership which results in a change in the control of the partnership from the Person or Persons controlling the partnership on the date on which the partnership acquires the Leasehold Estate, shall be deemed an assignment under this Section 15.
Change of Corporate Control. For purposes of this Agreement, a "Change of Control" shall have occurred upon notice that (i) any individual or entity (other than the Company, any subsidiary of the Company, any employee benefit plan or other compensation program or arrangement of the Company or of any subsidiary of the Company, or any person holding shares of the Company's common stock for or pursuant to the terms of any such plan, program or arrangement), alone, or together with its Affiliates (as defined below) and Associates (as defined below), shall become an Acquiring Person (as defined below); or (ii) the shareholders of the Company approve a definitive agreement for a merger or consolidation involving the Company which would result in the common stock of the Company outstanding immediately prior to such merger or consolidation continuing to represent (whether by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such other entity outstanding immediately after such merger or consolidation; or (iii) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or (iv) the Continuing Directors (as defined below) no longer constitute a majority of the Board. "Acquiring Person" means any individual or entity who or which, together with all its Affiliates and Associates, has acquired 40% or more of the shares of the Company's common stock then outstanding. "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "Continuing Director" means any individual who is a member of the Board, while such individual is a member of the Board, who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative or nominee of an Acquiring Person or of any such Affiliate or Associate, and was a member of the Board prior to the occurrence of a Change in Control, and any successor of a Continuing Director, while such successor is a member of the Board, who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or representative or nominee of an Acquiring Person or of any such Affiliate or Associate, and is recommended or elected to succeed the Continuing Director by a majority o...
Change of Corporate Control. Each Party shall notify the other Party at the earliest opportunity of a possible Change of Corporate Control of those legal entities which handle this Agreement and/or a Product Schedule.
Change of Corporate Control. If the Tenant is a corporation, other than a corporation whose shares are listed on any recognized exchange, effective management or control of the corporation shall not be changed directly or indirectly by any sale, encumbrances or other disposition of shares or otherwise howsoever, without first obtaining the leave of the Landlord; PROVIDED that the Landlord's leave shall not be required:
Change of Corporate Control. In the event that there is a change of control of BB&T within the meaning of the Securities Act of 1933, as amended, subsequent to the date hereof, this Option shall immediately be exercisable in full. Provided, however, the Participant shall continue to remain subject to the provisions of §§16(a) and 16(b) (the Short Swing Profit rules) under the Securities Exchange Act of 1934, as amended.
Change of Corporate Control. Upon a Change of Corporate Control of Palatin at any time during the Research Collaboration, AstraZeneca shall have the right to (a) terminate this Agreement in its entirety by delivering written notice of termination to Palatin *** after the date of such Change of Corporate Control; or (b) terminate only the Parties’ collaboration under the Research Collaboration with immediate effect thereby ending the Collaboration Term; or (c) terminate Sections 4.3.2 and 6.3 and have the IF, if established, dissolved. In the event AstraZeneca exercises the option under (b), AstraZeneca shall be under no obligation to provide Palatin with any further compensation pursuant to Article 9. Following such termination of the Collaboration Term, Palatin shall immediately assign, and shall cause its Affiliates and its and their employees and agents, as applicable, to so assign, to AstraZeneca, without additional compensation, such right, title and interest in and to any Results not previously assigned to AstraZeneca as well as, for the avoidance of doubt, any IP Protection Rights pertaining to any of the foregoing and shall immediately return to AstraZeneca all AstraZeneca Information and all other Confidential Information of AstraZeneca, including any and all copies thereof, and those portions of any documents, memoranda, notes, studies, analyses or other material prepared by or on behalf of Palatin that incorporate or are derived from such Confidential Information. For the avoidance of doubt, in the event of such termination, Palatin shall have no further rights to use any Results, AstraZeneca Information or other Confidential Information of AstraZeneca for any purpose. The Agreement shall remain valid and in full force and effect in all other respects. Upon the Change of Corporate Control of Palatin after the expiration of the Collaboration Term, AstraZeneca shall have the right to exercise the option under (c) by delivering written notice to Palatin at any time within *** after the date of such Change of Corporate Control.
