Buyer Change of Control Transaction definition

Buyer Change of Control Transaction means any one or a series of related transactions that results in: (a) the direct or indirect sale, assignment, transfer, conveyance, lease or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Buyer and its Subsidiaries taken as a whole to any one or more “persons” or “groups” (as such terms are used in Section 13(d) or 14(d) of the Exchange Act or any successor provision), other than to TRC or a “person” or “group” (as such terms are used in Section 13(d) or 14(d) of the Exchange Act or any successor provision) of which TRC is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such “person” or “group” (as such terms are used in Section 13(d) or 14(d) of the Exchange Act or any successor provision), measured by voting power rather than number of shares, units or the like; (b) consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any one or more “persons” or “groups” (as such terms are used in Section 13(d) or 14(d) of the Exchange Act or any successor provision) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Buyer General Partner or of Buyer, measured by voting power rather than number of shares, units or the like; or (c) the first day on which a majority of the members of the Board of Directors of the Buyer General Partner or TRC are not Continuing Directors.
Sample 1Sample 2Sample 3
Buyer Change of Control Transaction means any one or a series of related transactions that results in: (a) the direct or indirect sale, assignment, transfer, conveyance, lease or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Buyer and its Subsidiaries taken as a whole to any one or more “persons” or “groups” (as such terms are used in Section 13(d) or 14(d) of the Exchange Act or any successor provision), other than to TRC or a “person”
Sample 1Sample 2
Buyer Change of Control Transaction means a transaction or series of related transactions constituting (i) the sale of all or substantially all of the assets of Buyer on a consolidated basis to a Person or group of related Persons (other than a direct or indirect subsidiary of Buyer), (ii) a merger, reorganization, or consolidation in which the outstanding Equity Interests of Buyer are converted into or exchanged for securities of the successor entity and/or other consideration and the holders of Buyer’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, (iii) the sale of outstanding Equity Interests of Buyer to a Person or group of related Persons (whether by merger, reorganization, consolidation, or otherwise) who, following such transaction or series of related transactions collectively own or control, directly or indirectly, securities comprising a majority of the voting power of Buyer (other than (x) a reincorporation of Buyer in another jurisdiction or (y) establishment of a holding company, in each case owned in the same proportion by the holders of Equity Interests in Buyer prior to such transaction), or (iv) a redemption or repurchase of Equity Interests by Buyer following which a Person or group of related Persons who do not own a majority of the outstanding voting power of Buyer prior to such transaction collectively own or control, directly or indirectly, securities comprising a majority of the voting power of Buyer; provided, however, that the Merger shall not be deemed to be a Buyer Change of Control Transaction.
Sample 1Sample 2

Examples of Buyer Change of Control Transaction 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 Schedule 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.

  • For the purpose of the foregoing calculation, any proceeds received by Buyer (and/or any Related Persons) from any Company Change of Control Transaction occurring prior to or within ninety (90) days of the Buyer Change of Control Transaction shall be included in the Change of Control Proceeds.

  • As of the date hereof Buyer is not engaged in negotiations with any person concerning any transaction that would result in a change of control of Buyer or any material portion of its business (a "Buyer Change of Control Transaction"), except that pursuant to the Amended and Restated Operating Agreement of Starpower Communications, L.L.C., dated December 19, 1997, by and between RCN Telecom Services of Washington D.C., Inc.

  • Buyer will provide the Company with prompt notice of any negotiations held prior to the Effective Time with any Person concerning a Buyer Change of Control Transaction.

  • In the event of a Parent Change of Control Transaction, the provisions and obligations of Section 2.10(f) of this Agreement shall be inoperative and of no force or effect with respect to any subsequent Buyer Change of Control Transaction or Company Change of Control Transaction.

  • The Company or its assigns shall only be entitled to any such Change of Control Proceeds if at the time of such Buyer Change of Control Transaction the Company or its assigns would reasonably be projected to earn a Contingent Payment pursuant to the terms of this Section 2.10 and Exhibit 2.10(a) based on the Annualized Contribution for the Contingent Payment Period in which such Buyer Change of Control Transaction occurs.


More Definitions of Buyer Change of Control Transaction

Buyer Change of Control Transaction means any of the following transactions or series of transactions: (a) a merger, consolidation or reorganization of Buyer in which a Person or group of Persons acquires voting control, in a single transaction or a series of related transactions, of more than fifty percent (50%) of the voting securities of the surviving entity, (b) the sale, disposition, or transfer of all or substantially all the assets of Buyer; (c) an acquisition by any Person or group of Persons of effective control (whether through legal or beneficial ownership of capital stock of the Buyer, by contract, or otherwise) in excess of fifty percent (50%) of the outstanding voting securities of the Buyer, including pursuant to a tender or exchange offer.
Sample 1Sample 2
Buyer Change of Control Transaction means any (i) sale or other disposition of all or substantially all of the assets of the Buyer (measured as of its most recent publicly available balance sheet and on a consolidated basis), (ii) a consolidation or merger of the Buyer with or into any other Person, or any other corporate reorganization, in which the shareholders of the Buyer immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization, or (iii) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Buyer’s outstanding voting power is transferred.
Sample 1

Related to Buyer Change of Control Transaction

  • 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 Debentures and the Securities issued together with the Debentures), (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.

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

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

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

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

  • Company Change of Control means any of the following events:

  • 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 Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

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

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

  • 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.

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

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

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

  • 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.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • 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.

  • 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.

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

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

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.