Control Event. In the event that Distributor sells all or substantially all of its business or assets to which this Agreement relates to a non-affiliate, or has more than fifty percent (50%) of its equity securities purchased by a single purchaser who is a non-affiliate in one transaction (a “Control Event”) (whether by sale, acquisition, merger, operation of law or otherwise), then Micrus may terminate this Agreement with thirty (30) days prior written notice at any time after the occurrence of the Control Event. In the event that Micrus sells all or substantially all of its business or assets to which this Agreement relates to a non-affiliate, or has more than fifty percent (50%) of its equity securities purchased by a purchaser who is a non-affiliate in one transaction, then Micrus may terminate this Agreement at any time, provided Micrus pays Distributor a termination fee of [***] for the then current term. For purposes of this section, a non-affiliate is not a parent, subsidiary or a subsidiary of a common parent or a successor.
Control Event. Upon the Board giving written notice to a Participant of the occurrence of a Control Event or an IPO Control Event, as applicable (the “Control Event Notice”):
(a) in respect of a Participant’s unvested Options, the Board may determine in its discretion the manner in which the unvested Options held by the Participant will be dealt with, including but not limited to:
(i) allowing some or all of those Options to continue to be held by the Participant, and be subject to the existing Performance Hurdles and/or Vesting Conditions;
(ii) undertaking a Buy-Back (including a transfer to a person or entity nominated by the Company) of some or all of those Options; and/or
(iii) requiring that some or all of those Options automatically lapse and be Cancelled by the Company; and
(b) in respect of the Participant’s vested and unlapsed Options:
(i) the Participant must notify the Company in writing whether it elects to exercise those Options within 7 days of receiving the Control Event Notice (or by such time as otherwise determined by the Board in its discretion). If a Participant does not notify the Company in writing within the period required by this clause, the Participant will be deemed to have elected not to exercise any of its vested and unlapsed Options;
(ii) the exercise of those Options will take place immediately prior to completion of the relevant transaction the subject of the Control Event or IPO Control Event (as applicable) (or at such time as otherwise determined by the Board in its discretion); and
(iii) any Options not exercised will automatically lapse and be Cancelled by the Company immediately prior to completion of the relevant transaction the subject of the Control Event or IPO Control Event (as applicable) (or at such time as otherwise determined by the Board in its discretion).
(c) For the avoidance of doubt, an IPO will not be a Control Event and the Options will remain subject to the terms of each Plan and the Invitation Letter following such IPO.
Control Event. In the event that Distributor sells all or substantially all of its business or assets to which this Agreement relates to a non-affiliate, or has more than fifty percent (50%) of its equity securities purchased by a single purchaser who is a non-affiliate in one transaction (a “Control Event”) (whether by sale, acquisition, merger, operation of law or otherwise), then Micrus may terminate this Agreement with thirty (30) days’ prior written notice at any time after the occurrence of the Control Event. In the event that Micrus sells all or substantially all of its business or assets to which this Agreement relates to a non-affiliate, or has more than fifty percent (50%) of its equity securities purchased by a purchaser who is a non-affiliate in one transaction (a “Change of Control”), then Micrus may terminate this Agreement at any time provided Micrus pays Distributor a termination fee of twice the amount of net sales of Distributor derived from sales of Products in the Territory during the twelve
Control Event. A Control Event.
Control Event. In the event that either party (i) sells all or ------------- substantially all of its assets to a non-affiliate, or (ii) has more than 50% of its equity securities purchased by a single purchaser who is a non-affiliate in one transaction (a "Control Event"), then the other party may terminate this Agreement with thirty (30) days prior written notice at any time within twelve (12) months after the occurrence of the Control Event.
Control Event. Upon Jupiters releasing to ASX the report of the Independent Expert proposed to be included in the Scheme Booklet in relation to the Ordinary Scheme, a Control Event (and thus a Trigger Event) will occur if the report contains an opinion that the Ordinary Scheme is in the best interests of holders of Ordinary Shares and is fair and reasonable.
Control Event. 8.3.1 For the purposes of this Clause 8.3, Control Event means:
(a) Lesaka Technologies Proprietary Limited, Ovobix (RF) Proprietary Limited and Luxanio 227 Proprietary Limited cease to directly, beneficially and legally hold, and control, in aggregate:
(i) before any Permitted BEE Transaction, 100 per cent. of the votes that might be cast at a general meeting of Cash Connect Management;
(ii) after any Permitted BEE Transaction, 75.00 per cent. of the votes that might be cast at a general meeting of Cash Connect Management;
(b) Cash Connect Management ceases to directly, beneficially and legally hold and control 100 per cent. of the issued share capital of the Borrower;
(c) Lesaka Technologies Proprietary Limited, Ovobix (RF) Proprietary Limited and Luxanio 227 Proprietary Limited cease to directly, beneficially and legally hold, and control, in aggregate, 100 per cent. of the issued share capital of K2021477132 (South Africa) Proprietary Limited; or
(d) K2021477132 (South Africa) Proprietary Limited ceases to directly, beneficially and legally hold and control 100 per cent. of the issued share capital of K2020. If, at any time, a Control Event occurs, then:
(i) the Borrower shall promptly inform the Lender of the same;
(ii) the Lender shall not be obliged to fund a Utilisation or provide any form of financial accommodation to any Obligor under any Finance Document; and
(iii) if the Lender so requires, it may, on not less than five Business Days' written notice to the Borrower, cancel the Commitment and declare all of the Facility Outstandings immediately due and payable.
Control Event. Notwithstanding Sections 8.8(a) through (e) above, if a Control Event exists, then the Notes shall be prepaid at par (and for the avoidance of doubt without any Make-Whole Amount or other prepayment premium or penalty) on each Calculation Date during the continuance of such Control Event in an amount equal to the Excess Cash Flow Prepayment Amount for such Calculation Date; and prepayment of the Notes pursuant to this Section 8.8(f) shall be applied pro rata to each holder of Notes and shall be paid from the Control Account on such Calculation Date in accordance with Section 4.2(e) of the Collateral Trust Indenture.
Control Event. 1 In respect of any Secured Property that is, or would have been, a Revolving Asset: · the Grantor breaches, or attempts to breach clause 4.6(a) in respect of the Secured Property or takes any step which would result in it doing so; · a person takes a step (including signing a notice or direction) which may result in Taxes or an amount owing to a Government Agency, ranking ahead of the Security; or · the Secured Party gives a notice to the Grantor that the Secured Property is not a Revolving Asset. (However, the Secured Party may only give a notice if the Secured Party reasonably considers that it is necessary to do so to protect its rights under this document or if an Event of Default is continuing); or 2 In respect of all Secured Property that is or would have been Revolving Assets: · an administrator, liquidator or provisional liquidator is appointed in respect of the Grantor or the winding up of the Grantor begins; · a receiver, receiver and manager or Controller is appointed to any of the Grantor’s property; or · something having a substantially similar effect to the above 2 paragraphs or either of them happens under any law. Corporations Act the Corporations Axx 0000 (Cth). debt includes debts owing by a bank or other financial institution, including in relation to a current trading account. Designated Bank the bank with which a Controlled Account is maintained. Disclosed Contract a contract described in Schedule 4 or any other contract which the Secured Party and the Grantor agree is a Disclosed Contract for the purposes of this deed. Event of Default an Event of Default as defined in the Principal Agreement and any other event of default (however described) under, or as defined in, any Finance Document. Finance Document 1 this deed; 2 each Collateral Security; 3 the Principal Agreement; 4 the Australian Guarantee; 5 the Australian Specific Security Agreement; 6 the US Security Agreement; 7 the Securities Purchase Agreement; 8 any other Finance Document as defined in the Principal Agreement; 9 any document which the Grantor and the Secured Party agree, now or in the future, is a Finance Document for the purposes of this deed, or any document or agreement entered into or given under any of the above. Intellectual Property Rights all patents, trade marks, service marks, designs, copyrights, business names, trade secrets, know how and other intellectual property rights and interests (in each case whether registered under any statute or not).
Control Event. The term Control Event shall mean any of the following: (i) the first date on which the shares of common stock of Kirin Pharma held of record by Kirin Holdings of which Kirin Holdings is a Beneficial Owner cease to constitute at least 2/3 (two thirds) of the total number of shares of common stock of Kirin Pharma on a fully diluted basis or cease to represent at least 2/3 (two thirds) of the votes entitled to be cast on any matter by holders of Equity Securities of Kirin Pharma; provided that, in the event but only in the event that Kirin Pharma consummates a Qualified Public Merger or Qualified Public Offering, as of and from the time of such consummation this clause (i) shall automatically be amended to replace each of the two instances of the phrase “2/3 (two thirds)” above (but not the instance of that phrase below) with the phrase “a majority”; provided, further, that, if Kirin Holdings acquires a majority of the outstanding Equity Securities of a corporation (a majority of the Equity Securities of which corporation are listed for trading on a recognized national or international securities exchange) (“Target”) and concurrently therewith or thereafter contributes all of the outstanding common stock of Kirin Pharma to the Target with the result that all of the outstanding common stock of Kirin Pharma is owned by Target (such a transaction, a “Transitional Transaction”), then the fact that Kirin Holdings owns of record less than 2/3 of the outstanding common stock of Kirin Pharma shall not constitute a Control Event if (x) the Target holds of record all of the outstanding shares of common stock of Kirin Pharma, (y) Kirin Holdings holds of record a majority of the outstanding Equity Securities of Target, and (z) within 365 days following Kirin Holdings’ contribution to Target of shares of common stock of Kirin Pharma, Kirin Pharma is merged into Target in a transaction constituting a Qualified Public Merger, (ii) the first date on which Kirin Holdings ceases to have the ability to elect at least a majority of the members of the board of directors of Kirin Pharma; provided that, in the event that Kirin Holdings, Kirin Pharma and a Target enter into a Transitional Transaction, the fact that Kirin Holdings ceases to have the direct ability to elect at least a majority of the members of the board of directors of Kirin Pharma shall not constitute a Control Event if (x) the Target has the ability to elect all of the directors of Kirin Pharma, (y) Kirin Holdings...
