Change of Control of Supplier definition

Change of Control of Supplier. Has the meaning set forth in Section 16.1(e) of the Terms and Conditions Terms and Conditions
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Change of Control of Supplier means an announcement by Supplier (i) that any other entity, person or “group” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) will acquire Control, of all or substantially all of the assets, of Supplier (or any parent company of Supplier), whether directly or indirectly, in a single transaction or series of related transactions, or (ii) that Supplier (or any parent company of Supplier) will consolidate with, or be merged with or into, another entity, or will sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to another person(s) or entity(ies). At any time within *** after the effective date of the circumstances described in (i) or (ii) above, Health Net may terminate this Agreement, in whole or in part by giving Supplier at least ninety (90) days prior written notice specifying the terminated Services and designating the termination date. Such termination shall be *** that Health Net shall pay any outstanding Charges for all Services completed through to the effective date of termination (including for work in progress).
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Change of Control of Supplier shall include: (a) the dissolution or liquidation of Supplier, (b) any reorganization, merger or consolidation of Supplier or its parent company, or any other transaction or series of transactions with one or more persons, corporations or other entities as a result of which ownership of [***] or more of the equity securities of Supplier or its parent company outstanding immediately prior to such transaction(s) is transferred to (i) a commercial airline other than American or (ii) an entity that generates [***] of its revenues from the business of providing airline travel booking services or (b) the sale or agreement to sell substantially all of the assets of Supplier to one or more persons, corporations or other entities in any transaction or series of transactions as a result of which ownership of such assets is transferred to (i) a commercial airline other than American or (ii) an entity that [***] of its revenues from the business of providing airline travel booking services. “Change of Control” does not include an initial public offering of the securities of Supplier or its parent company. American Airlines, Inc. and Aircell LLC Confidential and Proprietary Information Exhibit B-27
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Examples of Change of Control of Supplier in a sentence

  • To the extent legally permitted, Supplier shall provide EY notice of any Change of Control of Supplier prior to or at the time such Change of Control becomes effective.

  • Supplier shall not assign, novate or otherwise transfer by operation of law or otherwise (including a Change of Control of Supplier) this Subcontract without Leidos’ prior written consent from Leidos.

  • In the event of a Change of Control of Supplier, Supplier shall promptly notify Customer thereof.

  • Party claiming the force majeure event is times and/or the quality levels specified in the Contract; (ii) in the event of a " Change of Control" of Supplier.

  • A Change of Control of Supplier shall be deemed an assignment by Supplier, whether control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier are acquired, by any Person, or Supplier is merged with or into another Person.


More Definitions of Change of Control of Supplier

Change of Control of Supplier means an announcement by Supplier (A) that any other entity, person or “group” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) that is a health plan, or offers a health plan to its customers, will acquire Control, of all or substantially all of the assets, of Supplier (or any parent company of Supplier), whether directly or indirectly, in a single transaction or series of related transactions, or (B) that Supplier (or any parent company of Supplier) will consolidate with, or be merged with or into, another such entity, or will sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to another such person(s) or entity(ies). At any time within *** after the effective date of the consummation of the transaction described in subsections (i) or (ii) above, Health Net may terminate this Agreement (in whole) or in part (provided that such in part termination is limited to termination of all BPaaS Services or all Non-BPaaS IT Services) by giving Supplier at least ninety (90) days’ prior written notice specifying the terminated Services and designating the termination date.
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Change of Control of Supplier means an announcement by Supplier (i) that any other entity, person or “group” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) will acquire (and eventually does acquire) Control, of all or substantially all of the assets, of Supplier (or any parent company of Supplier), whether directly or indirectly, in a single transaction or series of related transactions, or (ii) that Supplier (or any parent company of Supplier) will give up Control (and eventually does give up Control) of Supplier through an act to consolidate with, or be merged with or into, another entity, or will sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to another person(s) or entity(ies). In the event of a change of Control event described in (i) or (ii) above, Health Net shall have the right to terminate this Agreement in whole by giving Supplier prior written notice specifying the terminated Services and designating the termination date, provided that such notice shall be given not more than one hundred eighty (180) days after the change of Control event described in (i) or (ii) above, and the applicable termination date shall not be less than ninety (90) days after the date of the notice. Such termination shall be without charge, except that Health Net shall pay (A) any outstanding charges for Services actually completed in accordance with the terms of this Agreement prior to the effective date of termination; (B) any charges payable under this Agreement for Disengagement Assistance requested by Health Net; and (C) any applicable termination charges set forth in Exhibit C-8 (Termination Charges).
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Change of Control of Supplier means any of the following: (i) a change in ownership of Supplier through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner, directly or indirectly, of securities of Supplier representing fifty percent (50%) or more of the combined voting power of Supplier’s outstanding securities then having the right to vote at elections of directors; (ii) a sale of all or substantially all of the assets of Supplier; (iii) the consummation of a merger or consolidation of Supplier with any corporation or other entity, other than a merger or consolidation which would result in the voting securities of Supplier outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of Supplier or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the date on which individuals who, as of the date hereof, constitute the entire Board of Directors (Consejo de Administracìon) (“Supplier Board”) of Supplier (the “Incumbent Supplier Directors”) cease for any reason to constitute at least a majority of the Supplier Board; provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least a majority of the then Incumbent Supplier Directors shall be, for purposes of this provision, deemed to be an Incumbent Supplier Director.
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Change of Control of Supplier means an announcement by Supplier (i) that any other entity, person or “group” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) that is not an Affiliate of Supplier will acquire (and eventually does acquire) Control, of all or substantially all of the assets, of Supplier (or any parent company of Supplier), whether directly or indirectly, in a single transaction or series of related transactions, or (ii) that Supplier (or any parent company of Supplier) will consolidate with, or be merged with or into, another entity that is not an Affiliate of Supplier, or will sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of Supplier to another person(s) or entity(ies) that is not an Affiliate of Supplier. Notwithstanding the foregoing, Triple-S agrees that a spin-off of Supplier or Optum, Inc. into an independent company will not constitute a Change of Control of Supplier. At any time within one (1) year after the consummation of the transaction described in (i) or (ii) above, Triple-S may terminate this Agreement (in whole and not in part) by giving Supplier at least one hundred eighty (180) days prior written notice designating the CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Master Services Agreement General Terms and Conditions termination date. Such termination shall be [***] Triple-S shall pay to Supplier on or before the effective date of termination any outstanding Charges for all Services (including work in progress) provided in accordance with this Agreement through the effective date of termination (subject to Triple-S’s right to dispute Charges set forth in Schedule C (Charging Methodology) in good faith).
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Related to Change of Control of Supplier

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

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

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

  • 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 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.

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

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

  • 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 Offer has the meaning provided in Section 4.15.

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

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

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

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

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

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

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

  • 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.

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