Change of Control Consents definition

Change of Control Consents means any approvals or consents required to be obtained by MICT or any of its Subsidiaries under (a) any Contractual Obligation of MICT or such Subsidiary or (b) Requirement of Law applicable to MICT or such Subsidiary, in each case, in connection with any pledge, sale, disposition or other transfer of ownership interests or exercise of voting rights or other remedies in respect of any Stock or Stock Equivalents constituting part of the Collateral.
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Change of Control Consents means each of the Required Consents set forth on Section 5.5(b) of the Disclosure Schedules.
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Change of Control Consents has the meaning set forth in Section 6.18(a)(i).
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Examples of Change of Control Consents in a sentence

  • The implementation of the Scheme will not be delayed if all or any required Change of Control Consents have not been obtained on or before the Implementation Date.

  • Sellers shall use their commercially reasonable efforts to obtain the Change of Control Consents and the Guarantee Consents as promptly as practicable after commencement of the consent solicitation process, and Buyer shall cooperate with Sellers and provide such information as is reasonably requested by the lenders under the Designated Credit Agreements and/or by the administrative agent on their behalf in connection with the process of obtaining the Change of Control Consents and the Guarantee Consents.

  • Except as set forth on Schedule 4.5 of the Disclosure Schedule and other than the Change of Control Consents and Change of Control Notices set forth on Schedules 4.4(i) and (ii), respectively, of the Disclosure Schedule, no Authorizations are required by or on behalf of the Company, Sellers or any Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Contemplated Transactions.

  • The Administrative Agent shall have received copies of the consents, authorizations, approval, notices, filings or registrations listed on Schedule 4.2 (Consents) (including all Change of Control Consents required in connection with the pledge of Stock of the Initial Pledged Entities), each of which shall be in full force and effect.

  • Any waiting periods or extensions thereof under the HSR Act with respect to the Contemplated Transactions, all Change of Control Consents and all Change of Control Notices and all other Authorizations that are otherwise required to consummate the Contemplated Transactions shall have expired, been terminated, been made or been obtained.

  • Nothing herein shall require Buyer, Parent or any of their Affiliates to pay any amounts or to provide a consent in accordance with Section 6.1(z)(i) hereof to any amendment or modification to the terms of the Designated Credit Agreements in connection with the Change of Control Consents and the Guarantee Consents or to provide any guarantee or other credit enhancement with respect to the Designated Credit Agreements.

  • Any waiting periods and extensions thereof under the HSR Act with respect to the Contemplated Transactions, all Change of Control Consents and all Change of Control Notices and all other Authorizations that are otherwise required to consummate the Contemplated Transactions shall have expired, been terminated, been made or been obtained.


More Definitions of Change of Control Consents

Change of Control Consents has the meaning specified in Section 4.4(e).
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Related to Change of Control Consents

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

  • 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.

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

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

  • 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 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 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.

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

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

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

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

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

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

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

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

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

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

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

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.