Change in Control of the Manager means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Manager, taken as a whole, to any Person other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary; or (2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting securities of the Manager.
Change in Control of the Manager means (a) a sale of all or substantially all of the assets or property of the Manager necessary for the performance of the Manager’s services under this Agreement, (b) a sale of the Manager’s shares that would result in Xxxxxxxxxxxx Xxxxxxxxxxxxxxxxx Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the Manager or (c) a merger, consolidation or similar transaction, that would result in Xxxxxxxxxxxx Xxxxxxxxxxxxxxxxx Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the resulting entity following such transaction.
Change in Control of the Manager means (a) a sale of all or substantially all of the assets or property of the Manager necessary for the performance of the Services, (b) a sale of the Manager’s shares that would result in Xxxxxxxxxxxx Xxxxxxxxxxxxxxxxx Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the Manager or (c) a merger, consolidation or similar transaction, that would result in Xxxxxxxxxxxx Xxxxxxxxxxxxxxxxx Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the resulting entity following such transaction.
Examples of Change in Control of the Manager in a sentence
SECTION 14.2 During the Manager Restricted Period, in the event of a Proposed Change in Control of the Manager, the Parent shall have a right of first offer to purchase the Manager pursuant to the procedures set forth in Section 14.4.
For so long as the Owner, or the principals of the Owner, own or control, directly or indirectly, at least twenty percent (20%) of the outstanding voting stock of the Manager (or its controlling parent entity), the Owner shall have the right to terminate this Agreement upon 30 days prior written notice to the Manager in the event of a "Change in Control" of the Manager (or its controlling parent entity).
During the Restricted Period, in the event of a Proposed Change in Control of the Manager, the Company shall have a 30-day right of first offer to purchase the relevant Hajioannou Entities’ direct or indirect interests in the Manager involved in the Proposed Change in Control of the Manager (“Manager First Offer Right”).
Section 1.2 During the Manager Restricted Period, in the event of a Proposed Change in Control of the Manager, the Parent shall have a right of first offer to purchase the Manager pursuant to the procedures set forth in Section 14.4.
Additionally, the Ministry of Agriculture and Rural Development (MARD) launched the Action Plan Framework (APF) for Adaptation to Climate Change in the Agriculture and Rural Development Sector for the period 2008-2020.
More Definitions of Change in Control of the Manager
Change in Control of the Manager means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Manager, taken as a whole, to any Person other than one or more Affiliates of the Manager, the Company or a Subsidiary; (2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Affiliates of the Manager, the Company or a Subsidiary, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting securities of the Manager; or (3) a transfer of a controlling block of the Manager’s securities as defined in the definition of “assignment” in the Advisers Act and the rules and regulations of the SEC thereunder.
Change in Control of the Manager means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Manager, taken as a whole, to any Person other than one or more Affiliates of the Manager, Angel Oak Capital, the Company or a Subsidiary; or (2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding, voting or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Affiliates of the Manager, Angel Oak Capital, the Company or a Subsidiary, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting securities of the Manager.
Change in Control of the Manager means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Manager, taken as a whole, to any Person other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary; (2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting securities of the Manager; or (3) Xxxxxxxx X. Xxxxxxx ceases to be, or perform the duties of, Chief Executive Officer of the Manager and a replacement Chief Executive Officer, deemed suitable in the Trust’s discretion, has not been retained within a six month period from the date on which Xxxxxxxx X. Xxxxxxx ceased to be, or perform the duties of, Chief Executive Officer.
Change in Control of the Manager means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Manager, taken as a whole, to any Person other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary; (2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting securities of the
Change in Control of the Manager means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related
Change in Control of the Manager means (a) a sale of all or substantially all of the assets or property of the Manager, (b) a sale of the Manager’s shares resulting in Xxxxxxxx Xxxxxxx (together with any trusts or entities established for the benefit of Xxxxxxxx Xxxxxxx or his family, and any other entities wholly-owned by Xxxxxxxx Xxxxxxx and members of his family) owning less than 50.1% of the outstanding voting securities of the Manager or (c) a merger, consolidation, recapitalization or similar transaction, as a result of which Xxxxxxxx Xxxxxxx (together with any trusts or entities established for the benefit of Xxxxxxxx Xxxxxxx or his family, and any other entities wholly-owned by Xxxxxxxx Xxxxxxx and members of his family) beneficially own less than 50.1% of the outstanding voting securities of the resulting entity following such transaction.
Change in Control of the Manager shall be deemed to have occurred: (a) if any Person, other than Xxxxxx X. Xxxxxx, Jr. (or his estate, heirs, testamentary trusts, executor, administrator, committee or other personal representative) or any Affiliate of the Manager, the Company or X.X. Xxxxxx Company, Inc., becomes the beneficial owner, directly or indirectly, of securities of the Manager representing more than 50% of the aggregate voting power of all classes of the Manager’s then outstanding voting securities or (b) upon approval by all requisite parties of (i) a plan of merger, consolidation, share exchange or similar transaction between the Manager and an entity (other than an Affiliate of X.X. Xxxxxx Company, Inc. that executes this Agreement and agrees to bound by the provisions hereof), or (ii) a proposal with respect to the sale, lease, exchange or other disposal of all, or substantially all, of the Manager’s assets to an entity (other than an Affiliate of X.X. Xxxxxx Company, Inc. that executes this Agreement and agrees to be bound by the provisions hereof).