Control Event Sample Clauses

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, then Micrus may terminate this Agreement at any time, provided Micrus pays Distributor a termination fee of fifteen (15%) of the Minimum Purchase Requirement 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. A Control Event.

Control Event. In the event that either party (i) sells all or ------------- substantially all of its assets, or (ii) has more than 50% of its equity securities purchased by a single purchaser 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 any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (c) of this definition; or

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...

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. 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. Kirin shall provide Amgen with confidential written notice (containing, with respect to an event referred to in clause (a), a reasonably detailed description of the proposed agreement or transaction) of (a) its expected entry into any agreement or transaction providing for a Control Event, not later than [*] calendar days prior to entering into such agreement or transaction, and (b) the occurrence of a Control Event within [*] calendar days following such occurrence. Upon the occurrence of a Control Event: 17.02.1 Corporation shall at Amgen’s option, which it may exercise by giving written notice thereof at any time on or prior to the [*] calendar day following its receipt of notice of the occurrence of such Control Event, immediately issue and deliver to Amgen one share of preferred stock having the terms set forth in Article Fifth of Corporation’s Amended and Restated Certificate of Incorporation to be filed on or about June 29, 2007 (such share, the “Control Share” and such Amended and Restated Certificate of Incorporation, the “Restated Charter”), and Amgen shall promptly pay to Corporation, against the delivery thereof, the par value thereof. Amgen, Kirin Holdings and Kirin Pharma hereby irrevocably consent to such issuance of the Control Share in accordance with Paragraph 2.13.1. 17.02.2 Upon the issuance to Amgen of one share of preferred stock of Corporation pursuant to Paragraph 17.02.1, the number of members of the Board of Directors of Corporation shall automatically increase to seven directors pursuant to Article Eighth of the Restated Charter, and Amgen, in its capacity as holder of all of the outstanding shares of preferred stock, shall promptly nominate, designate and elect the member of the board of directors of Corporation entitled to be nominated, designated and elected by holders of such shares pursuant to paragraph (a) of Article Fifth of the Restated Charter. 17.02.3 Each Party shall take all actions, and execute and deliver all documents and instruments, reasonably necessary to give full effect to the provisions of this Paragraph 17.02 and the Restated Charter.