Changes in the Ownership of the Apex Control Group Sample Clauses

Changes in the Ownership of the Apex Control Group. Notwithstanding anything to the contrary in Section 2.2(c)(i), Section 2.2(c)(ii), Section 2.2(c)(iii), Section 2.2(c)(iv), and Section 2.7, if the aggregate Interest Ratio of the Apex Shareholders ceases to be at least 20%, then immediately and thereafter until this Agreement is terminated: (A) the Apex Shareholders’ rights under this Agreement to nominate and remove any Director (and any alternate director therefor) and fill a vacancy on the Board and its rights under this Agreement to nominate and remove any Sindico and fill a vacancy in the office of Sindico shall cease; (B) the Apex Director(s) (and the alternate director(s) therefor) shall, and the Apex Shareholders (as applicable) shall cause the Apex Director(s) (and the alternate director(s) therefor) to, immediately resign from the Board; (C) the Sumitomo Shareholders thereupon shall be entitled to remove and appoint replacements for such resigning Director(s) (and the alternate director(s) therefor) and shall be entitled to nominate, elect, and remove any or all Directors (and an alternate director for each such Director) and fill every vacancy on the Board, without regard to this Agreement; (D) the Apex Sindico shall, and the Apex Shareholders shall cause the Apex Sindico to, immediately resign from the office of Sindico; (E) the Sumitomo Shareholders thereupon shall be entitled to remove and appoint replacements for such resigning Sindico and shall be entitled to nominate, elect, and remove any or all Sindicos and fill every vacancy in the office of Sindico, without regard to this Agreement; (F) the Apex Shareholders’ rights under this Agreement to nominate and remove any member of the Finance and Operating Committee shall cease and any such member shall be deemed removed from the Finance and Operating Committee without any further action of the Apex Shareholders; and (G) the Sumitomo Shareholders thereupon shall be entitled to remove and appoint replacements for such removed member of the Finance and Operating Committee, without regard to this Agreement.
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Related to Changes in the Ownership of the Apex Control Group

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • 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.

  • CHANGE IN THE ADVISER'S OWNERSHIP The Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Changes in Ownership A-E agrees that if there is a change or transfer in ownership, including but not limited to merger by acquisition, of A-E’s business prior to completion of this Contract, the new owners shall be required under terms of sale or other transfer to assume A-E’s duties and obligations contained in this Contract and to obtain the written approval of County of such merger or acquisition, and complete the obligations and duties contained in the Contract to the satisfaction of County. A- E agrees to pay, or credit toward future work, County’s costs associated with processing the merger or acquisition.

  • Ownership of Assets of the Trust Title to all of the assets of each series of Shares and of the Trust shall at all times be considered as vested in the Trustees.

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:

  • Changes in Control For the duration of the Project Term, the Private Party shall procure that there is no Change in Control in the Private Party (or in any company of which the Private Party is a subsidiary) without the prior written approval of SANParks, which approval shall not be unreasonably withheld, provided that no Change in Control may breach the provisions of Schedule 5 in any way.

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