Change of Control Clause definition

Change of Control Clause means a clause or other provision included in any agreement, indenture, deed or other instrument, the purpose of which is to (i) create a right or obligation; (ii) result in an event of default or default; or (iii) create any legal consequences of any nature, as a result of a change in the possession of a controlling interest in any Person.
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Change of Control Clause a provision in a Contract that in case of a Change of Ownership with respect to a contractual party (i) entitles the other contractual party to amend or terminate the Contract, (ii) obliges the contractual party to make any payments (the “Change of Control Payments”) or perform certain actions or (iii) otherwise results in an detrimental alteration of the existing contractual relationship between or relating to the contractual parties.
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Change of Control Clause means a provision in a Material Agreement enabling the other party to terminate such agreement and/or raise any claim and/or require an extension, modification or adjustment of such agreement due to the Signing and/or the Closing.
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Examples of Change of Control Clause in a sentence

  • A breach of Clause 4.5 (Waiver of conditions precedent), Clause 20 (Financial Covenants), Clause 21.10 (Ownership) (to the extent such breach is not falling within Clause 7.3 (Change of Control), Clause 21.12 (Title), Clause 22.2 (Maintenance of obligatory insurances), Clause 22.3 (Terms of obligatory insurances) or Clause 22.5 (Renewal of obligatory insurances) occurs.

  • Default and Termination In the event CSM purchases all of the shares in the capital of the Company held by Lucent pursuant to Clause 10(E) (Change of Control), Clause 14(D) (Defaults) or Clause 17(A)(ii) (Early Termination), Lucent shall deliver to CSM a "Ramp Down Notice" (as defined) on or within 45 days prior to the "Change of Control Closing," the "Default Closing" or the "Termination Closing" (as defined).

  • In the event CSM purchases all of the shares in the capital of the Company held by Lucent pursuant to Clause 10(E) (Change of Control), Clause 14(D) (Defaults) or Clause The Company - CSM - Lucent Confidential 51 17(A)(ii) (Early Termination), Lucent shall deliver to CSM a "Ramp Down Notice" (as defined) on or within 45 days prior to the "Change of Control Closing," the "Default Closing" or the "Termination Closing" (as defined).


More Definitions of Change of Control Clause

Change of Control Clause means clause 20 (including all sub-clauses) of the Service Agreement as set out in Schedule 2 of this Deed; and Court means the High Court of Justice of England and Wales;
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Change of Control Clause means provisions in any agreement between a Group Company and a third party pursuant to which such third party has the right to terminate the agreement or change the terms thereof should there be a change of control over the Company. Closing Date shall have the meaning set out in section 8.1.1. Company shall have the meaning set out in section 1.1. Group Companies shall mean the Company and the Subsidiaries jointly, and each such company shall be a Group Company. Intellectual Property Rights shall have the meaning set out in section 9.14.1. Employees shall mean the employees listed in Appendix 9.13.1. to be confirmed prior to closing. Escrow Amount shall mean the Purchase Price. Escrow Account shall mean a general client bank account of the Buyer with the Escrow Operator which shall, in respect of the Escrow Amount (or the balance thereof from time to time) be operated in accordance with the terms of this Agreement and the payment instructions of the Buyer. Escrow Operator shall mean a bank designated by the Buyer. Lease Agreement shall mean the lease agreement attached hereto as Appendix 9.8.9. Loss or Losses shall mean all losses, liability, damages, costs and expenses (including legal costs) resulting from a deviation from any of the Warranties. Management Accounts shall mean the unaudited financial statements of the Company as at the Accounts Date for the period 2017-01-01 – 2017-06-30 attached to this agreement as Appendix 9.5.2. Material Contracts shall mean any agreement to which a Group Company is party and which are material to the business of the Group Companies as currently operated. Orders shall mean orders from customers attached to this agreement as Appendix 9.8.8. to be confirmed prior to closing. Parties shall mean the Sellers and the Buyer jointly and Party shall mean either of them. Purchase shall have the meaning set out in section 4.1. RDW shall mean the Administrative Department (Approval Authority) for the Netherlands. SEK shall mean the lawful currency of the Kingdom of Sweden. Sellers shall have the meaning set out in the introductory paragraph of the Agreement. Seller Affiliate shall mean
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Change of Control Clause referred to in this subparagraph means a clause which provides that if a third party acquires a controlling stake in the Target Company or any Subsidiary, (a) the validity of the agreement to which the Target Company or any Subsidiary is a party will be affected, (b) the Target Company's or any Subsidiary's representations or covenants under the contracts to which the Target Company or any of its Subsidiaries is a party will be breached, or (c) relevant obligations or liabilities of the Target Company or any Subsidiary under such contracts will be affected.
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Change of Control Clause means any clause allowing the other party to terminate the contract or ask for an amendment of the contract in case the Buyer acquires the Shares, provided that such contract (i) must be a joint venture agreement or (ii) must provide for an annual volume of more than EUR 500,000 and (iii) does not fall under the scope of Sec. 5.1.4(g);
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Related to Change of Control Clause

  • 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.

  • 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 Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

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

  • 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.

  • 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.

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

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • 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.

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

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

  • 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 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.

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

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

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

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

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

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

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

  • Potential Change of Control shall be deemed to have occurred if:

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).