Change of Control of Buyer definition

Change of Control of Buyer shall have the meaning given in Section 5.1.
Sample 1Sample 2
Change of Control of Buyer means (i) a consolidation or merger of Ikaria Holdings, Inc. (“Ikaria”) or Buyer with or into any other corporation or other entity or person, in which the stockholders of Ikaria, or members of Buyer, as the case may be, immediately prior to such consolidation or merger, do not hold at least a majority of (A) the resulting or surviving entity’s voting power immediately after such consolidation or merger or (B) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following the consolidation or merger, the parent of the resulting or surviving entity; provided that, notwithstanding the foregoing provisions of this clause (i), a consolidation or merger of Buyer with or into Ikaria or an Ikaria Affiliate shall not constitute a Change of Control of Buyer, (ii) the sale, lease, or other disposition of all or substantially all of the business assets of Ikaria, or (iii) a Sale of Voting Control. “Sale of Voting Control” means the transfer by stockholders of Ikaria (in one or a series of related transactions) to one person or group of related persons of shares constituting not less than a majority of the outstanding voting capital stock of Ikaria or the transfer by members of Buyer (in one or a series of related transactions) to one person or group of related persons other than Affiliates of Ikaria or Buyer of voting membership interests constituting not less than a majority of such voting membership interests of Buyer.
Sample 1Sample 2
Change of Control of Buyer means (1) prior to the occurrence of a fully distributed public offering of stock or other securities (“IPO”) of Buyer, Bear Xxxxxxx Merchant Banking II, L.P. (“BSMB”) or one or more of its Affiliates, collectively cease to (x) own (directly or indirectly) at least 50% of the Total Voting Power of Buyer, or (y) have (directly or indirectly) the right to appoint a majority of the members of the board of directors of Buyer; (2) following the occurrence of an IPO of Buyer, BSMB or one or more of its Affiliates, collectively cease to own (directly or indirectly) at least 35% of the Total Voting Power of, and no other person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) beneficially owns more than 35% of, the Total Voting Power of Buyer; (3) any merger, consolidation or other business combination of Buyer, or any direct or indirect parent entity of Buyer (for the avoidance of doubt, any merger, consolidation or other business combination of BSMB and its Affiliates shall not be covered hereunder) with any Person after giving effect to which BSMB or one or more of its Affiliates, collectively cease (A) prior to the occurrence of an IPO of Buyer, to (x) own (directly or indirectly) at least 50% of the Total Voting Power of the surviving entity of such merger, consolidation or other business combination of Buyer, or (y) have (directly or indirectly) the right to appoint a majority of the members of the board of directors of the surviving entity of such merger, consolidation or other business combination of Buyer, or (B) following the occurrence of an IPO of Buyer, BSMB or one or more of its Affiliates, collectively cease to own (directly or indirectly) at least 35% of the Total Voting Power of, and no other person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) beneficially owns more than 35% of, the Total Voting Power of the surviving entity of such merger, consolidation or other business combination of Buyer; or (4) the direct or indirect acquisition by any Person or group of Persons of 50% or more of the consolidated assets of Buyer and its Subsidiaries.
Sample 1

Examples of Change of Control of Buyer in a sentence

  • If there is a Change of Control with respect to any Subsidiary of Buyer, other than CPE LLC, in any Taxable Year (other than as a result of a Change of Control of Buyer or CPE LLC), such Subsidiary shall be treated as having disposed of all of its Adjustable Assets immediately before such Change of Control in transactions that are taxable to the same extent that the disposition of the Subsidiary is taxable, and the provisions of Section 4.04(a) shall apply to such deemed dispositions.

  • The prohibition against assignment or delegation includes, without limitation, a Change of Control of Buyer.

  • This was followed shortly thereafter by the first shipment of copper cathode from the operation.

  • Notwithstanding the foregoing, the obligations of Buyer and its Affiliates under this Section 5.13(b) shall survive a Change of Control of Buyer, provided, however, that such obligations shall not be binding on any other business unit operated by the acquirer or such acquirer’s Affiliates (other than the Buyer and its Affiliates as of the Change of Control).

  • The directorate also developed and enacted into law the Busia County trade development bill to provide a mechanism for the imposition of certain taxes, charges, fees and for the issuance of trade and related licenses, to provide for promotion, development and regulation of trade in the County.32.

  • In the event the Change of Control of Buyer occurs prior to the third anniversary of the Original Effective Date, Buyer or its successor shall pay to Seller, concurrently with the consummation of the Change of Control of Buyer, [**] Dollars ($[**]).

  • By Seller in the event of a Change of Control of Buyer; provided that, in the event of such a termination, this Agreement shall remain in full force and effect for a period of two years from Buyer's receipt of notice of such termination from Seller so that Buyer may continue to meet the expectations and Product demands of its Semiconductor Customers.

  • The Minimum Revenue Payment shall be revised to be the greater of (i) [**] Dollars ($[**]) or (ii) the actual Revenue Payment made with respect to calendar year immediately prior to the calendar year in which the Change of Control of Buyer occurs, and such revised Minimum Revenue Payment shall apply to the calendar year in which the Change of Control of Buyer occurs and each calendar year thereafter for which a Minimum Revenue Payment applies.

  • In the event of a Change of Control of Buyer or a Change of Control of a (direct or indirect) subsidiary of Parent that owns the Software prior to the Earn-Out Payment Date occurring in 2019, Parent shall cause the Person acquiring control of Buyer or such other Person to expressly assume Buyer’s obligations under this Section 2.02(e) (Earn-Out Payments).

  • Buyer or its Affiliates may transfer the licenses granted to it hereunder to a third party in connection with a Change of Control of Buyer upon written notice to Seller provided that such third party agrees to be bound by all the terms hereof applicable to such license including the Field limitation.


More Definitions of Change of Control of Buyer

Change of Control of Buyer means (a) any transaction after which any “person” as such term is used in Section 3(a)(9) of the Exchange Act other than an Affiliate of The Blackstone Group L.P. (a “Non-Affiliate”), a Delaware limited partnership, becomes the “beneficial owner” as defined in Rule 13d-3 or Rule 16a-1(a)(2) promulgated under the Exchange Act), directly or indirectly, of securities of Buyer or its successor representing 50% or more of (1) the outstanding shares of common stock of Buyer or its successor or (2) the combined voting power of Buyer’s or its successor’s then outstanding securities; (b) the sale or disposition of all or substantially all of Buyer’s or its successor’s assets to a Non-Affiliate (or consummation of any transaction having similar effect); or (c) the dissolution or liquidation of Buyer or its successor.
Sample 1
Change of Control of Buyer means a sale or other transfer of (i) fifty percent (50%) or more of the voting interests of Buyer or (i) substantially all of the assets of Buyer, in each case to a Person that is not an Affiliate of Buyer. “Claim” has the meaning set forth in Section 7.05. “Claim Notice” has the meaning set forth in Section 7.05. “Closing” has the meaning set forth in Section 2.01. “Closing Cash” means the Cash as of the Effective Time; provided, however, that Closing Cash shall not exceed $400,000. “Closing Date” has the meaning set forth in Section 2.01.
Sample 1
Change of Control of Buyer means the occurrence of one or more events after which (a) Jeffrey P. Orleans, members of his family, personal representatives and/or heirs (xxxxxxxxvely, the "Orleans Interests") own, in the aggregate, less than 30% (measured by voting power and not by number of Shares) of the outstanding voting stock of Orleans Homebuilders, Inc. or any successor thereto, or (b) any "person" (within the meaning of section 13(d)(3) of the Securities Exchange Act of 1934) other than the Orleans Interests becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and 13d-5 of the Securities and Exchange Commission, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is exercised immediately or only after the passage of time, upon the happening of an event, or otherwise) of more of the voting stock of Orleans Homebuilders, Inc. or any successor thereto (measured by voting power and not by number of shares) than is owned collectively by the Orleans Interests. For this purpose, "voting stock" means stock entitled to vote generally in the election of directors.
Sample 1

Related to Change of Control of Buyer

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

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

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

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

  • 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.

  • 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 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.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

  • 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.

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

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

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

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

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

  • 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.

  • 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.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

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

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

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