Change of Control of the Borrower definition

Change of Control of the Borrower means and shall be deemed to have occurred if any Person or group of Persons “acting jointly or in concert” (as contemplated by the Securities Act (Ontario)) shall at any time have acquired (i) direct or indirect beneficial ownership of Voting Shares of the Borrower having attributed to it a majority of the outstanding votes attached to all of the issued and outstanding Voting Shares of the Borrower or (ii) the right or the ability by voting power, contract or otherwise to elect or designate for election a majority of the directors of the Borrower.
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Change of Control of the Borrower means (i) (a) a change in the beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) at any time by an entity or individual, either directly or indirectly, of equity securities or interests of Borrower or of any parent corporation of the Borrower, the voting power of which constitutes more than the lesser of (A) fifty percent (50%) or more of the aggregate voting power of the outstanding equity securities or interests, as the case may be, of Borrower or of any parent corporation of the Borrower, or (B) that percentage of the outstanding aggregate voting power necessary at all times to elect a majority of the board of directors (or similar governing body) Borrower or of any parent corporation of the Borrower or to direct the management policies and decisions of Borrower or of any parent corporation of the Borrower, or (b) the majority of the seats (other than vacant seats) on the Board of Directors of Borrower (or any parent corporation of the Borrower) cease to be occupied by Persons who either (A) were members of the Board of Directors of Borrower on the date hereof or (B) were nominated for election by the Board of Directors of Borrower (or of any parent corporation of the Borrower), a majority of whom were directors on the date hereof or whose election or nomination for election was previously approved by a majority of such directors; (ii) any merger, consolidation or reorganization of Borrower or of any parent corporation of the Borrower in which the stockholders of Borrower or of any parent corporation of the Borrower immediately before the transaction do not own at least fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its parent immediately after the transaction; (iii) any sale or transfer of all or substantially all of the assets of Borrower or of any parent corporation of the Borrower, to a purchaser or other transferee in which the stockholders of the subject company immediately before the transaction do not own at least fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its parent immediately after the transaction; (iv) a “Change of Control” shall occur under any Change in Control, severance, termination or similar agreement to which Borrower or any Subsidiary is a party; and (v) except as expressly permitted by Section 5.7, Borrower shall cease to, directly or indirectly, own and control one hundred p...
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Change of Control of the Borrower means (i) (a) a change in the beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) at any time by an entity or individual, either directly or indirectly, of equity securities or interests of Borrower or of any parent corporation of the Borrower, the voting power of which constitutes more than the lesser of (A) fifty percent (50%) or more of the aggregate voting power of the outstanding equity securities or interests, as the case may be, of Borrower or of any parent corporation of the Borrower, or (B) that percentage of the outstanding aggregate voting power necessary at all times to elect a majority of the board of directors (or similar governing body) Borrower or of any parent corporation of the Borrower or to direct the management policies and decisions of Borrower or of any parent corporation of the Borrower, or (b) the majority of the seats (other than vacant seats) on the Board of Directors of Borrower (or any parent corporation of the Borrower) cease to be occupied by Persons who either (A) were members of the Board of Directors of Borrower on the date hereof or (B) were nominated for election by the Board of Directors of Borrower (or of any parent corporation of the Borrower), a majority of whom were directors on the date hereof or whose election or nomination for election was previously approved by a majority of such directors;
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Examples of Change of Control of the Borrower in a sentence

  • Any Change of Control of the Borrower, or the dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

  • If a Change of Control of the Borrower occurs, the Borrower shall make a prepayment of the Loan in an amount equal to the unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note out of the net cash proceeds received by the Borrower from the consummation of the transactions related to such Change of Control.

  • Enter into any transaction or agreement providing for a Change of Control of the Borrower.

  • If there is any Change of Control of the Borrower without the prior written consent of the Agent (which consent shall be based upon the agreement of the Required Lenders).

  • A Change of Control of the Borrower, which shall mean a merger, sale of securities or sale of all or substantially all of Borrower's assets that results in a change of ownership of at least 50%, except such changes of control which are entirely between the Borrower provided that written notice of such change of control between Borrower is provided to Holder within 30 days of consummation of such change.

  • Each undersigned Series A Holder hereby consents to the deferral of all payments of principal and interest due to the undersigned from the Borrower at any time on or after August 13, 2007 on the Series A Notes until the earlier of (a) a Change of Control of the Borrower (as defined in the Series A Notes) or (b) the Scheduled Maturity Date.

  • Notwithstanding the foregoing, it is understood and agreed that the fee described in this Section 2.13(e) shall not be applicable to any such transaction that results in or involves a Change of Control of the Borrower.

  • The maturity date of the new note shall be upon the occurrence of a Change of Control of the Borrower.

  • Each undersigned Series B Holder hereby consents to the deferral of all payments of principal and interest due to the undersigned from the Borrower at any time on or after August 13, 2007 on the Series B Notes until the earlier of (a) a Change of Control of the Borrower (as defined in the Series B Notes) or (b) the Scheduled Maturity Date.

  • There occurs any Change of Control of the Borrower; or (l) [Reserved].

Related to Change of Control of the Borrower

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

  • 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.

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

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

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

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

  • 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.

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

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

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

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

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

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

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

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).