Buyer Change of Control definition

Buyer Change of Control means, after the Closing Date, (i) the acquisition of Buyer by another entity by means of any transaction or series of related transactions to which Buyer is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of Buyer outstanding immediately prior to such transaction beneficially own, immediately after such transaction or series of transactions, at least thirty-five percent (35%) of the total voting power represented by the outstanding voting securities of Buyer or such other surviving or resulting entity (or if Buyer or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); (ii) a sale, lease or other disposition of all or substantially all of the assets of Buyer and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of Buyer; (iii) the exclusive licensing of all or substantially all of Buyer’s Intellectual Property for all or substantially all fields of use related to Buyer’s business or (iv) any liquidation, dissolution or winding up of Buyer, whether voluntary or involuntary.

Buyer Change of Control means a merger, consolidation, reorganization or sale of all or substantially all of the assets (in a single transaction or through a series of related transactions) of the Buyer, or a change in ownership of 50% or more of the voting capital stock of the Buyer.

Buyer Change of Control means (i) the consummation of a merger of Buyer or a Subsidiary of Buyer with or into another entity if persons who were not stockholders of Buyer immediately prior to such merger own immediately after such merger 50% or more of the voting power of the outstanding securities of each of (x) Buyer (or its successor) and (y) any direct or indirect parent corporation of Buyer (or its successor) or (ii) the sale, transfer or other disposition of all or substantially all of Buyer’s assets.

Examples of Buyer Change of Control in a sentence

• Contemporaneously with the consummation of such Buyer Change of Control Transaction, Buyer will pay to Seller or will cause to be paid to Seller, by wire transfer of immediately available funds in accordance with the wire instructions set forth on S chedule 2.3(f) (or such other instructions as may be delivered by Seller to Buyer prior to any such payment), the applicable Change of Control Amount.

• If a Buyer Change of Control occurs, then the surviving entity or transferee in such transaction must agree in a customary form to assume all of the rights and obligations of the Buyer pursuant to Section 2.5 of this Agreement after the Buyer Change of Control.

• If following the Closing Date, a Buyer Change of Control occurs or an agreement with respect thereto is entered into, Buyer (or Parent on Buyer's behalf) shall concurrently therewith pay Seller an aggregate amount of $20,000,000 in cash less any amounts previously paid in respect of the First Earn-Out Period or the Second Earn-Out Period, notwithstanding the amount of Net Sales with respect to such periods.

• Notwithstanding anything to the contrary contained in this Note, the entire then outstanding Principal Amount, together with all unpaid accrued interest thereon, shall mature and be due and payable upon the consummation of a Buyer Change of Control.

• Notwithstanding anything to the contrary contained in this Agreement (including Section 11.12 regarding assignment of this Agreement), the Buyer may not assign its obligations under this Section 2.6 in whole or in part without the prior written consent of the Seller which shall not be unreasonably withheld, delayed or conditioned (and a Buyer Change of Control (as defined below) shall be considered such an assignment).

More Definitions of Buyer Change of Control

Buyer Change of Control means the occurrence of any of the following events:

Buyer Change of Control means any of the following events:

Buyer Change of Control has the meaning set forth in Section 2.06(h).

Buyer Change of Control means (a) a sale or other disposition of all or substantially all of the assets of the Buyer on a consolidated basis, or (b) a merger or consolidation in which the Buyer is not the surviving entity and in which the stockholders of the Buyer immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction.

Buyer Change of Control means any one of the following, whether in one or a series of transactions, directly or indirectly: (i) the consummation of a merger or consolidation of the Buyer or the Company with or into another Person (except a merger or consolidation in which the holders of capital stock of the Buyer or the Company, as applicable, immediately prior to such merger or consolidation collectively continue to hold at least 60% of the earning power, voting power or capital stock of the surviving Person); (ii) the issuance, transfer, sale or disposition to another Person in a single transaction or in a series of closely related transactions of the voting power or capital stock of the Buyer or the Company, as applicable, if after such issuance, sale, transfer or disposition such Person would hold more than 40% of the voting power or capital stock of the Buyer or the Company; (iii) if the Persons who, on the date of this Agreement, constitute a majority of the board of directors of the Buyer or the Company (collectively, the “Original Directors”) or Persons nominated and/or appointed as directors by vote of a majority of such Persons, shall for any reason cease to constitute a majority of either such board of directors; (iv) a sale, transfer or disposition of all or substantially all of the assets or earning power of the Buyer, the Company or the Business; or (v) dissolution, liquidation or winding up of the affairs of the Buyer or the Company.

Buyer Change of Control means (i) any sale of all or substantially all of the assets of the Buyer and the Company, taken as a whole; and (ii) any merger, reorganization, recapitalization, consolidation, amalgamation, sale or issuance of the equity interests or assets of the Buyer or the Company or other transaction or series of transactions in which the equityholders of the Buyer or the Company holding a majority of the voting securities of the Buyer or the Company immediately prior to such transaction or series of related transactions own immediately thereafter less than a majority of the voting securities of the Buyer or the Company, or, if the Buyer or the Company does not survive such transaction or series of related transactions or such event is a sale of assets, the entity surviving such transaction or series of related transactions or the purchaser of assets in such transaction or series of related transactions.

Buyer Change of Control means the occurrence of any transaction or corporate action, or series of related transactions or corporate actions, the effect of which would materially impair Buyer's ability to operate the Business in a manner consistent with the operation of the Business prior to the Closing and as contemplated by Section 2.7 (and the definitions used therein) (including the ability to make the calculations required thereby), including any sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the Transferred Assets or all or substantially all of the assets associated with Buyer's deposition business.