Change of Control Closing definition

Change of Control Closing has the meaning assigned that term in Section 7.03(b).
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Change of Control Closing means the effective date of the Change of DATE" Control;
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Change of Control Closing means a Closing that results in JR acquiring Shares, when aggregated with shares of Common Stock previously acquired or beneficially owned, that exceed 49.9% of the actually issued and outstanding shares of Common Stock, by satisfaction of the conditions set forth in Article II and Article V.
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Examples of Change of Control Closing in a sentence

  • In the event that a Determination Date occurs during a Performance Period and, following such Determination Date, a Qualified Change of Control is consummated, the Company shall pay to Executive the Change of Control Bonus (calculated as set forth below), less applicable tax withholding, subject to Executive remaining continuously employed by the Company and its affiliates through the Change of Control Closing Date.

  • To the extent the Change of Control Bonus becomes payable, it shall be paid no later than the second regularly-scheduled payroll date immediately following the Change of Control Closing Date (and in no event later than 30 days following the Change of Control Closing Date).

  • One hundred percent (100%) of a Participant’s unvested options or other equity awards under any equity incentive plan maintained by TV2 Holding shall vest to the extent permitted by such plan and by applicable laws: (i) immediately prior to a Change of Control Closing; or, (ii) if, within three (3) months prior to a Change of Control Closing, the Participant is terminated without Cause or a Constructive Termination occurs then such awards shall vest on the date of such termination.

  • Such Change of Control Retention Payment shall be made in the form of a lump sum no later than sixty (60) days following the twelve (12)-month anniversary of the Change of Control Closing.

  • In the case of Change of Control Retention Payment, the 12 month anniversary of the Change of Control Closing.

  • A Participant shall be entitled to receive the amount equal to such Participant’s Base Salary upon the twelve (12)-month anniversary of a Change of Control Closing, provided that the Participant is still employed by the Successor Entity as of such date and has not received a Change of Control Termination Payment.

  • In connection with the adoption of such equity compensation plan, it is expected that up to 10 million shares will be reserved for grants/options to be granted upon the Change of Control Closing, with approximately 64.24% to be granted to JR personnel to become associated with the Company after the Change of Control Closing and approximately 35.76% to be granted to Company personnel currently associated with the Company.

  • Any Bonus Amounts shall be distributed in lump sum payments to Participants as soon as practicable after the date of the Change of Control Closing, but in no event later than 30 days following the date of the Change of Control Closing; provided, that a Participant’s right to receive any Bonus Amount shall be contingent on such Participant executing a release of claims in favor of the Company and its affiliates, in a form satisfactory to the Company within such 30-day period.

  • The Board at any time, and from time to time, may modify, amend, revoke, suspend, terminate or change this document and/or the Opportunity in any manner in its sole discretion; provided, however, following a Change of Control Closing, the Opportunity may not be modified, amended, revoked, suspended, terminated or changed without the consent of each Participant adversely affected by the modification, amendment, revocation, suspension, termination or change, except as may be required by any applicable law.

  • Subject to Article 7 below, a Participant shall be entitled to receive the amount equal to such Participant’s Base Salary upon termination without Cause or a Constructive Termination within three (3) months prior to, or twelve (12) months after, a Change of Control Closing.


More Definitions of Change of Control Closing

Change of Control Closing means the initial closing of a Change of Control as defined in the definitive agreement executed in connection with such Change of Control. In the case of a series of transactions constituting a Change of Control, “Change of Control Closing” means the first closing that satisfies the threshold of the definition for a Change of Control. If there is not definitive agreement executed in connection with a Change of Control, the Change of Control Closing shall be deemed to have occurred on the date of the Change of Control.
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Change of Control Closing means the completion of the Change of Control transaction.
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Change of Control Closing shall occur on the Change of Control Closing Date unless NEP Member notifies the Class B Members exercising their rights under this Section 7.03 that the Change of Control Closing shall occur on a different date.
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Change of Control Closing shall have the meaning set forth in Section 1.10(a)(i).
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Change of Control Closing means the decision by the Corporation to exercise all or part of its right to purchase the Dakota Shares, in one or more closings that results in the Corporation acquiring Dakota Shares, when aggregated with the Dakota Shares previously acquired or beneficially owned, that exceed 49.9% of the actually issued and outstanding Dakota Shares, by satisfaction of the conditions set forth in the Dakota Agreement.
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Change of Control Closing means the decision by the Corporation to exercise all or part of its right to purchase shares of common stock (the “Dakota Shares”) of Dakota Territory Resource Corp. (“Dakota”), in one or more closings that results in the Corporation acquiring Dakota Shares, when aggregated with the Dakota Shares previously acquired or beneficially owned, that exceed 49.9% of the actually issued and outstanding Dakota Shares, by satisfaction of the conditions set forth in the Dakota Agreement; “Change of Control Closing Date” means the particular date of the Change of Control Closing that is the business day immediately following the date on which all of the conditions and agreements set forth in the Dakota Agreement are satisfied, or such other date as the parties thereto may agree, provided that such Change of Control Closing occurs on or prior to the 5:00 p.m. Vancouver time on October 15, 2020, unless terminated prior thereto by (i) mutual agreement of the Corporation and Dakota or (ii) the purchase by the Corporation of the maximum number of Dakota Shares as provided for in the Dakota Agreement; and “Dakota Agreement” means the agreement between the Corporation and Dakota dated May 26, 2020.
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Related to Change of Control Closing

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

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

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

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

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

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

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

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

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

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

  • 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 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:

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

  • 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.

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

  • 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 Redemption Date shall have the meaning set forth in Section 7.2;

  • 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.

  • 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.