Change of Control of Company means any of the following: (A) sale or other disposition (or the last such sale or other disposition) resulting in the transfer of more than 50% of the outstanding common stock of Company to an unrelated and unaffiliated third party purchaser; (B) the consolidation or merger of Company with or into any other entity (other than a merger in which Company is the surviving corporation and which does not result in more than 50% of the capital stock of Company outstanding immediately after the effective date of such merger being owned of record or beneficially by persons other than the holders of its capital stock immediately prior to such merger); (C) a sale of substantially all of the properties and assets of Company as an entirety to an unrelated and unaffiliated third party purchaser; or (D) the time at which any person (including a person’s affiliates and associates) or group (as that term is understood under Section 13(d) of the Exchange Act and the rules and regulations thereunder), files a Schedule 13-D or 14D-1 (or any successor schedule, form or report under the Exchange Act) disclosing that such person or group has become the beneficial owner (as defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of shares of capital stock of Company giving such person or group a majority of the voting power of all outstanding capital stock of Company with the right to vote generally in an election for directors or other capital stock of Company into which the common stock or other voting stock is reclassified or changed.
Change of Control of Company means any of the following: (A) sale or other disposition (or the last such sale or other disposition) resulting in the transfer of more than 50% of the outstanding common stock of Company to an unrelated and unaffiliated third party purchaser; (B) the consolidation or merger of Company or a subsidiary thereof with or into any other entity (unless immediately following such consolidation or merger, the outstanding common stock of Company immediately prior to such consolidation or merger continues to represent (either by remaining outstanding or being converted into voting securities of the resulting or surviving entity or any parent thereof) more than fifty percent (50%) of the outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such consolidation or merger (including, without limitation, a corporation that owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries); (C) a sale of substantially all of the properties and assets of Company as an entirety to an unrelated and unaffiliated third party purchaser; or (D) the time at which any person (including a person’s affiliates and associates) or group (as that term is understood under Section 13(d) of the Exchange Act and the rules and regulations thereunder), files a Schedule 13-D or 14D-1 (or any successor schedule, form or report under the Exchange Act) disclosing that such person or group has become the beneficial owner (as defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of shares of capital stock of Company giving such person or group a majority of the voting power of all outstanding capital stock of Company with the right to vote generally in an election for directors or other capital stock of Company into which the common stock or other voting stock is reclassified or changed.
Change of Control of Company means the happening of any of the following events:
Examples of Change of Control of Company in a sentence
Any such benefits shall be paid by the Company to the same extent as they were so paid prior to the termination or the Change of Control of Company.
Other Termination of Employment Other than Change of Control of Company.
Company shall provide written notice to Bank of any expected or anticipated Change of Control of Company not later than thirty (30) Business Days prior to the anticipated effective date of such Change of Control.
Company will notify Vertex in writing promptly (and in any event within [***]) following the execution of a definitive agreement by Company, its Affiliates or its equity holders that could reasonably be expected to result in a Change of Control of Company.
Subject to the terms and conditions of this Section 4, in the event of a Change of Control of Company (as defined in Section 4(d)) at any time during Employee’s employment hereunder, Employee will remain in the employ of Company for a period of an additional three years from the date of such Change of Control (the “Change Control Date”).
More Definitions of Change of Control of Company
Change of Control of Company means Obsidian Enterprises, Inc. shall cease to own shares of the Company’s stock sufficient to effectively control the Company. Notwithstanding the foregoing, Change of Control shall not include any ownership of shares that is part of a reorganization plan that involves the the termination of the Company’s status as a publicly traded company.
Change of Control of Company means (a) a merger, share exchange or other reorganization concerning the direct or indirect ownership of Company, (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group of the capital stock of Company representing a majority of the aggregate ordinary voting power, or aggregate equity value represented by the issued and outstanding capital stock, of Company, or (c) a sale of all or substantially all of the assets of Company or that portion of Company’s business to which the license granted under this Agreement relates in one transaction or a series of related transactions, in which for each of (a), (b) and (c) the persons or entities that own capital stock of Company representing a majority of the voting power of Company prior to such transaction do not own a majority of the voting power of the acquiring, surviving or successor entity, as the case may be; and (d) the first sale of Company’s common stock in a firm commitment underwritten public offering registered under the Securities Act of 1933, as amended, pursuant to an effective registration statement, provided however, that a transaction in which working capital is raised through the non-public issuance of equity in Company to investors shall not constitute a Change of Control.
Change of Control of Company means any one of the following:
(1) Continuing Directors no longer constitute at least two-thirds of the Directors constituting the Board;
(2) Except for Lafarge and its subsidiaries, any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934), together with its or their respective affiliates (as defined in Rule 405 under the Securities Act of 1933), becomes the beneficial owner, directly or indirectly, of 20% or more of Company’s then outstanding common stock or 20% or more of the voting power of Company’s then outstanding securities entitled generally to vote for the election of directors in a transaction opposed by at least a majority of the Continuing Directors in office immediately prior to consummation of such acquisition;
(3) The occurrence or the approval by Company’s stockholders of the merger or consolidation with any other corporation, the sale of all or substantially all of the assets of Company or the liquidation or dissolution of Company unless, in the case of a merger or consolidation, the Continuing Directors in office immediately prior to such merger or consolidation will constitute at least two-thirds of the directors constituting the board of directors of the surviving corporation of such merger or consolidation and any parent (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such corporation;
(4) At least a majority of the Continuing Directors in office immediately prior to the occurrence of any of the events described in paragraphs (1), (2) or (3) of this
Change of Control of Company means Parent shall cease to own Voting Stock of the Company, including securities that are freely and without material conditions convertible into or exchangeable for Voting Stock of the Company, in an aggregate amount representing at least 51% of the total aggregate voting power of all classes of the Voting Stock of the Company, calculated on a fully diluted basis, including securities convertible into or exchangeable for Voting Stock of the Company.
Change of Control of Company means the occurrence of any of the following: (a) the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Company and its subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) (other than an Affiliate of Company as of the Effective Date), (b) the adoption of a plan relating to the liquidation or dissolution of Company, (c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (other than an Affiliate of Company as of the Effective Date) becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the voting stock of Company, measured by voting power rather than number of shares or (d) except for a consolidation or merger solely (i) to Certain information indicated by [***] has been deleted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under rule 24b-2. change corporate domicile or (ii) for internal tax purposes, Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, Company.
Change of Control of Company means OCP shall cease to own Voting Stock of the Company, including securities that are freely and without material conditions convertible into or exchangeable for Voting Stock of the Company, in an aggregate amount representing 51% of the total aggregate voting power of all classes of the Voting Stock of the Company, calculated on a fully diluted basis, including securities convertible into or exchangeable for Voting Stock of the Company.
Change of Control of Company means any one of the following: