Change of Control definition

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

Examples of Change of Control in a sentence

  • The obligation of any party to take the actions required by this Section 1.3 will not apply to a Change of Control Event if the other party involved in such Change of Control Event is an affiliate or stockholder of the Company holding more than fifty percent (50%) of the voting power of the Company.

  • The Company shall provide not less than thirty (30) days’ prior written notice to the Noteholder of any Change of Control.

  • Notwithstanding the foregoing, the Noteholder may elect to convert this Note (including all interest that would have accrued on the then-outstanding principal amount thereof through the stated Maturity Date) immediately prior to the consummation of such Change of Control in accordance with Section 5.

  • Nothing in this Section 4.6(d) shall affect or reduce the requirement for any Person to make a Change of Control Purchase Offer.

  • Your Change of Control will constitute an assignment for purposes of the preceding sentence.


More Definitions of Change of Control

Change of Control means an event or series of events by which:
Change of Control means the occurrence of one or more of the following events:
Change of Control means the occurrence of any one of the following:
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) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries.
Change of Control will mean the occurrence of any of the following events:
Change of Control means, with respect to any Person, an event or series of events by which:
Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any person, other than the Company or a Subsidiary; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or (5) the adoption of a plan relating to the Company’s liquidation or dissolution. Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control under clause (2) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term “person,” as used in this definiti...