Adverse Change of Control definition

Adverse Change of Control means with respect to Licensee,
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Adverse Change of Control means a change in ownership of CP so a majority of the voting stock in CP is held by an entity that offers Internet Registrar or Registry services that compete with NSI's services.
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Adverse Change of Control means a Change of Control that results in (a) a competitor of a party to this Agreement (“the First Party”) controlling more than 50% of the voting rights of the other party to this Agreement (“the Other Party”) (b) a competitor of the First Party controlling the composition of the board of directors of Other Party; or (c) a substantial change to the business undertakings of either party to this Agreement; or (d) in the reasonable opinion of the First Party, results or is reasonably likely to result in a material impairment of the capacity of Other Party to deliver the Services or continue to act pursuant to this Agreement.
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Examples of Adverse Change of Control in a sentence

  • Prior to the earliest of (i) the Distribution Date, (ii) the occurrence of a Triggering Event or (iii) an Adverse Change of Control, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights.

  • Prior to the earliest of (i) the Distribution Date, (ii) the occurrence of a Triggering Event or (iii) an Adverse Change of Control, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect whatsoever (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing Common Shares and associated Rights.

  • In connection with the potential earnout, the Company has pledged 6,596,761 of Bevo Common Shares owned by the Company as security to the non-controlling shareholders of Bevo.The transaction includes call options such that the Company and certain non-controlling shareholders of Bevo may acquire additional Common Shares of Bevo based on Bevo’s EBITDA performance and in the event of an Adverse Change of Control, as defined in the Bevo shareholders agreement.

  • Thereafter, this Agreement shall continue on a year-to-year basis unless and until terminated by either party giving the other party at least one hundred eighty (180) days’ written notice; provided, that SEALY may, if SEALY is in compliance with this Agreement and has purchased the Minimum Purchases established pursuant to Section 2(e) for each applicable period, extend the Term in accordance with this Section 2(a) below in the event of an Adverse Change of Control (as defined below).

  • VMU will provide Sprint PCS a written notice as soon as reasonably practicable upon VMU’s receipt of a notice of termination of the VTLA for Virgin Enterprises Limited related to an Adverse Change of Control (as such term is defined in the VTLA) under the terms of the VTLA.

  • Any such renewal and together with the Initial Term is referred to herein as the “Term.” In the event of an Adverse Change of Control, the Term of this Agreement shall, at the option of SEALY be automatically extended, if necessary, to ensure at least 24 calendar months remain in the then current Term.

  • Upon the delivery of a certificate from (i) an officer of the Company or, (ii) so long as any Person is an Acquiring Person or after an Adverse Change of Control, a majority of the Continuing Directors (provided that at least a majority of the members of the Board of Directors are Continuing Directors) stating that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment.

  • Amendments of the Rights Agreement after there has been an Adverse Change of Control or a Triggering Event will require the approval of a majority of the Continuing Directors of the Company and generally may not "adversely affect" the interests of the holders of Rights (other than Acquiring Persons and the affiliates and associates thereof).

  • Prior to the earliest of (i) the Distribution Date, (ii) the occurrence of a Triggering Event or (iii) an Adverse Change of Control, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing Common Shares and associated Rights.


More Definitions of Adverse Change of Control

Adverse Change of Control shall have the meaning set forth in Section 23(a).
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Adverse Change of Control means a change (resulting from a proxy or consent solicitation) in any of the directors in office at the commencement of such solicitation, if any Person who is or was a participant in such solicitation has stated (or if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) has taken or intends to take, or may consider taking, any action that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event.
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Adverse Change of Control is a change in a majority of the Board of Directors of the Company as a result of a proxy or consent solicitation and a person who was a participant in such solicitation has stated that he or it has taken or intends to take or may take actions that would cause the occurrence of a Triggering Event. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A and is available to registered holders of the Rights upon written request free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.
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Adverse Change of Control means any Fundamental Transaction, other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification or (iii) any Fundamental Transaction in which the Company (or its Successor Entity, if applicable) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, except to the extent that either (x) after giving effect to Section 9(c)(i) above in connection with such Fundamental Transaction, all or any part of this Warrant shall be exercisable for cash or (y) (A) either (1) as of the Trading Day immediately following the initial public announcement of such Fundamental Transaction, (2) as of the date of consummation of such Fundamental Transaction or (3) as of the Trading Day after the consummation of such Fundamental Transaction, and (B) compared to the Trading Day immediately prior to the initial public announcement of such Fundamental Transaction, the market capitalization or liquidity of the equity of the Company (or its Successor Entity, if applicable) then issuable upon exercise of this Warrant was materially and adversely affected by the occurrence of such Fundamental Transaction.
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Adverse Change of Control means: (i) any transaction or series of transactions, including any plan of arrangement, merger, amalgamation, take-over bid, consolidation, share exchange, treasury issuance, business combination, reorganization, recapitalization, liquidation, dissolution, winding up, exclusive license, sale or disposition or any other transaction that if consummated (A) would result in the direct or indirect sale or disposition (or any direct or indirect lease, license, long-term supply agreement or other similar arrangement) of (x) all or substantially all of the assets of Bombardier; (y) all or substantially all of the assets of Bombardier which are used to provide services to the CSALP Entities pursuant to the Existing Bombardier Commercial Agreements or otherwise in connection with the Business; or (z) any Intellectual Property licensed to the CSALP Entities by Bombardier or any of its Affiliates, in each case to a Specified Person or (B) would result in a Specified Person beneficially acquiring directly or indirectly a sufficient number of voting or equity securities (or securities convertible into or exchangeable for such voting or equity securities) to Control Bombardier or the CSALP Entities; or (ii) any Insolvency Event.
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Adverse Change of Control means a change (resulting from a proxy or consent solicitation) in any of the directors in office
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Related to Adverse Change of Control

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Potential Change of Control shall be deemed to have occurred if:

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Change of Control means the occurrence of any of the following:

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Material Adverse Change (or Effect) means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Material Event has the meaning set forth in Section 3(i) hereof.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Change in Control Transaction means the occurrence of any of the following events:

  • Material Events means any of the events listed in Section 3 of this Continuing Disclosure Undertaking.