Change in Control of Buyer definition

Change in Control of Buyer means the occurrence of any of the following (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than any current shareholder, a trustee or other fiduciary holding securities under an employee benefit plan of the Buyer or a corporation owned directly or indirectly by the stockholders of the Buyer in substantially the same proportions as their ownership of stock of the Buyer, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act), directly or indirectly, of securities of the Buyer representing eighty percent (80%) or more of the total voting power represented by the Buyer's then outstanding voting securities, (ii) during any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board (and any new director whose election by the Board, or nomination for election by the Buyer's stockholders, was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof or (iii) the stockholders of the Buyer approve (a) a merger or consolidation of the Buyer with any other corporation or legal entity, other than a merger or consolidation which would result in the voting securities of the Buyer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-one percent (51%) of the total voting power represented by the voting securities of the Buyer or of such surviving entity outstanding immediately after such merger or consolidation, (b) a plan of complete liquidation of the Buyer or (c) an agreement for the sale or disposition by the Buyer (in one transaction or a series of transactions) of all or substantially all the Buyer's assets. Seller Note Number One shall provide that the principal may be prepaid in part or in full at any time by Buyer with no penalty or premium. Seller Note Number Three shall also provide that it may be converted into Buyer's $.01 par value Common Stock ("Buyer Common Stock") at a rate of $9.40 per share.
Sample 1
Change in Control of Buyer means a change in the ownership of fifty-one percent (51%) or more of all of the issued and outstanding shares of Buyer’s capital stock from the ownership of such shares immediately following Closing.
Sample 1
Change in Control of Buyer means any of the following events: (i) an acquisition (other than directly from Buyer) of any voting securities of Buyer (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a Person shall not include any employee benefit plan maintained by Buyer) immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty one percent (51%) or more of the combined voting power of Buyer's then outstanding voting securities; (ii) a merger, involving Buyer in which Buyer is not the surviving corporation; or (iii) a sale or other disposition of all or substantially all of the assets of Buyer to any Person.
Sample 1

Examples of Change in Control of Buyer in a sentence

  • If at any time prior to the expiration or termination of the Stock Purchase Right, Buyer enters into an agreement that would, upon consummation, result in a Change in Control of Buyer, or if a Change in Control of Buyer occurs, Buyer shall give written notice of such event to the Stockholder Representative, including the date of the anticipated or actual Change in Control.

  • Any Change in Control of Buyer, or any other wholly-owned Subsidiary of Buyer Parent after any assignment to such other Subsidiary of Buyer Parent effected pursuant to the prior sentence, however such Change of Control is effected, shall be deemed an assignment of this Agreement for the purposes hereof and accordingly prohibited hereunder if occurring during the Restricted Period.

  • Executive agrees and acknowledges that the consummation of the Merger (but, for the avoidance of doubt, not including any subsequent Change in Control of Buyer) shall not constitute a Change in Control for purposes of the Seller Bank Employment Agreement and Executive shall not receive the payments or benefits described in Section 5 of the Seller Bank Employment Agreement.

  • Notwithstanding anything to the contrary, if a Calculation Period has not ended as of the time of a Change in Control of Buyer, any potential Contingent Payments related to such Calculation Period (and any subsequent Calculation Period) shall be deemed to be fully achieved, and shall be due and payable in full, in connection with the consummation of such Change in Control of Buyer.

  • Upon a Change in Control of Buyer at any time during the Stock Purchase Period, Buyer shall be required to exercise its Stock Purchase Right and shall consummate the Stock Purchase (i) if practicable, simultaneously with the Change in Control, or (ii) if (i) is not practicable, as soon as possible thereafter, in all cases subject to the Conditions set forth in Sections 7.1, 7.2, and 7.3.

  • Upon a Change in Control of Buyer at any time during the Stock Purchase Period, Buyer shall be required to exercise its Stock Purchase Right and shall consummate the Stock Purchase (i) if practicable, simultaneously with the Change in Control, or (ii) if (i) is not practicable, as soon as possible thereafter, in all cases subject to the Conditions set forth in Sections 7.1, 7.2 and 7.3.

  • Notwithstanding the forgoing or anything to the contrary in this Agreement, if, in the event of a Change in Control of Buyer at any time after the Closing and prior to the date the Seller is entitled to receive the Earnout Class A Shares pursuant to the immediately preceding sentence of this Section 1.13(a) then Seller shall be entitled to receive the Earnout Class A Shares immediately.

  • Notwithstanding the foregoing, (i) Buyer may assign this Agreement or any of its rights hereunder without the prior written consent of any other Party to (x) any Affiliate of Buyer or (y) in connection with a Change in Control of Buyer; and (ii) Seller Parties may assign this Agreement or any of its rights hereunder without the prior written consent of any other Party to (x) any Affiliate of Seller Parties or (y) in connection with a Change in Control of Seller Parent.

  • In the event of a Change in Control of Buyer the People’s Community Official shall in no event be subject to the restrictions contained in this Section 2 longer than one year following the Change in Control.

  • The Restricted Stock shall be issued in accordance with the Restricted Stock Agreement (the "Restricted Stock Agreement") in the form attached as Exhibit B, which shall provide that none of the Restricted Stock may be sold, gifted, endorsed, assigned, pledged, encumbered or otherwise disposed of by the holder before the earlier of (i) January 31, 2004 or (ii) the date upon which there is a Change in Control of Buyer (as defined in the Restricted Stock Agreement).


More Definitions of Change in Control of Buyer

Change in Control of Buyer means a transaction or series of related transactions resulting in either (a) both (i) the shareholders of SmartFinancial, Inc. as of the time immediately prior to the transaction beneficially owning less than 51% of the outstanding equity interests Buyer (or, in the case of a merger involving Buyer, the entity surviving the merger) immediately after the transaction and (ii) the executive officers of SmartFinancial, Inc. and Buyer immediately prior to such transaction are no longer actively involved in the executive management team of the surviving companies, or (b) the shareholders of SmartFinancial, Inc. as of the time immediately prior to the transaction beneficially owning less than 40% of the outstanding equity interests Buyer (or, in the case of a merger involving Buyer, the entity surviving the merger) immediately after the transaction.
Sample 1
Change in Control of Buyer as defined in Section 8.16(a);
Sample 1
Change in Control of Buyer means the consummation of a transaction, whether in a single transaction or in a series of related transactions that are consummated contemporaneously (or consummated pursuant to contemporaneous agreements), with any other party or parties, on an arm’s-length basis, pursuant to which (a) a party or group (as defined under Rule 13d under the Securities Exchange Act of 1934, as amended) acquires, directly or indirectly (whether by merger, stock purchase, recapitalization, reorganization, redemption, issuance of capital stock or otherwise), more than 50% of the voting stock of Buyer in such transaction(s), (b) such party or parties, directly or indirectly, acquire assets constituting all or substantially all of the assets of Buyer and its Subsidiaries on a consolidated basis, or (c) there occurs a merger, consolidation or other reorganization or business combination with a third party and Buyer is not the surviving entity.
Sample 1
Change in Control of Buyer means (i) the consummation of a merger or consolidation of Buyer, or any subsidiary of Buyer, with or into another entity or any other corporate reorganization, if immediately after such transaction the Ownership Percentage of persons who were not stockholders of Buyer immediately before such transaction is 50% or more; or (ii) the sale, transfer or other disposition of all or substantially all of Buyer’s assets. Notwithstanding the foregoing, a transaction shall not constitute a Change in Control of Buyer if its sole purpose is to change the state of Buyer’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held Buyer’s securities immediately before such transaction.
Sample 1
Change in Control of Buyer means the consummation of a transaction, whether in a single transaction or in a series of related transactions that are consummated contemporaneously (or consummated pursuant to contemporaneous agreements), with any other party or parties, on an arm’s-length basis, pursuant to which (a) a party or group (as defined under Rule 13d under the Exchange Act) acquires, directly or indirectly (whether by merger, stock purchase, recapitalization, reorganization, redemption, issuance of capital stock or otherwise), more than 50% of the voting stock of Buyer in such transaction(s), (b) such party or parties, directly or indirectly, acquire assets constituting all or substantially all of the assets of Buyer and its Subsidiaries on a consolidated basis, or (c) there occurs a merger, consolidation or other reorganization or business combination with a third party and Buyer is not the surviving entity.
Sample 1

Related to Change in Control of Buyer

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

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

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • 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 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.

  • 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 in Control Event means any of the following:

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

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

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

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

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

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

  • 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:

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

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

  • 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.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

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

  • 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 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.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.