Merger/Change of Control; Divestiture Sample Clauses

Merger/Change of Control; Divestiture. A decision of the Member Board to: (a) merge or consolidate HH or MCH, respectively, into another entity or otherwise conduct a change of control transaction; (b) acquire substantially all of the assets of another entity; or (c) sell or lease substantially all of the assets of HH and MCH, respectively, to any person or entity.
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Merger/Change of Control; Divestiture. A decision of the CMC Board or any CMCHS Subsidiary Board to: (a) merge or consolidate CMC or any of its subsidiaries or the CMCHS Subsidiary or any of its subsidiaries, as applicable, into another entity or otherwise conduct a change of control transaction; (b) acquire substantially all of the assets of another entity; or (c) sell or lease substantially all of the assets of CMC and/or any of its subsidiaries or a CMCHS Subsidiary and/or any of its subsidiaries, respectively, to any person or entity.

Related to Merger/Change of Control; Divestiture

  • Change of Control There occurs any Change of Control; or

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • CHANGE OF T-PIN The Account Holder may change his T-PIN from time to time in accordance with the Bank’s prescribed procedure then prevailing. The Bank shall be entitled, in its reasonable discretion but without liability and without giving any reason, to reject any selection made by the Account Holder as his substituted T-PIN; if the Bank so approves, such substituted T-PIN, shall take effect from the time of receipt by the Bank of such instructions from the Account Holder. The Account Holder shall take all steps not to select such numbers as a substitute T-PIN which may easily be ascertained or otherwise facilitate fraud or forgery.

  • Change of Control Defined For purposes of this this Note, the term “

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

  • Payment on Change of Control In the event that a Change of Control of the Company occurs while this Note remains outstanding, upon the written consent of the Majority Holders, the Company shall pay to the Holder at the closing of such Change of Control a cash amount equal to three (3) times the outstanding principal amount of such Note, together with all interest accrued thereon. A “Change of Control” means: (i) a merger or consolidation of the Company (or of a subsidiary of the Company) in which outstanding shares of the Company (or of a subsidiary of the Company) are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary and after which the Company’s stockholders own less than 50% of the voting stock of the surviving company (other than a bona fide equity financing or a mere reincorporation transaction), (ii) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, (iii) a transfer of more than 50% of the Company’s voting securities to any person or group of persons or (iv) any Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended from time to time. For the avoidance of doubt, if this Note is converted pursuant to Section 2(b), Holder shall not be entitled to any payment pursuant to this Section 3.

  • Room Change Residents may submit requests for housing assignment changes. Students are not permitted to move or trade spaces without administrative approval. Once a housing assignment change has been approved, the resident must move in accordance with prescribed timeframe and abide by all appropriate key policies. Failure to comply may result in disciplinary action and fees associated. Students are financially responsible for rate differential if applicable.

  • CHANGE IN CONTROL OF SELLER Prior to a potential change of control of SELLER and at least ninety (90) days prior to the proposed effectiveness of such change of control, SELLER will promptly notify LOCKHEED XXXXXX in writing thereof, and provide the identity of the potential new controlling party and information on such party and the transaction as LOCKHEED XXXXXX may request, consistent with applicable law and confidentiality restrictions.

  • Change of business The Company shall procure that no substantial change is made to the general nature of the business of the Company or the Group from that carried on at the date of this Agreement.

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