Change of Control Proposal means any agreement, plan or proposal involving any merger, consolidation or other business combination that, if consummated in accordance with its terms, would result in the holders of the voting Capital Stock of the Company immediately prior to such merger, consolidation or other business combination owning less than 50.1% of the outstanding voting securities of the resulting entity arising out of such merger, consolidation or other business combination. or the sale of all or substantially all of the assets of the Company.
Change of Control Proposal means (i) any merger or any acquisition of any capital stock of the Company (including without limitation by way of a tender offer) or similar transactions involving the Company as a result of which the shareholders of the Company immediately prior to the consummation of such transaction would own less than 50% of the voting stock of the Company or, if the Company is not the surviving corporation, the surviving corporation immediately following the consummation of such transaction or (ii) the sale of all or substantially all of the assets of the Company. Nothing contained in this Section 4.04(a) shall prevent the Board of Directors of the Company from (i) considering, negotiating, approving and recommending to the shareholders of the Company a bona fide Change of Control Proposal not solicited in violation of this Agreement, (ii) taking and disclosing to its shareholders a position contemplated by Exchange Act Rule 14e-2 or (iii) making any disclosure to its shareholders; provided that, as to each of clauses (i), (ii) and (iii), the Board of Directors of the Company determines in good faith (upon advice of independent counsel) such action is necessary for it to act in a manner consistent with its fiduciary duties under applicable law.
Change of Control Proposal. ’ means any offer, proposal or inquiry from any Person or group of Persons, whether or not in writing and whether or not delivered to Nevsun Shareholders, after the date of the Arrangement Agreement relating to: (a) any acquisition or purchase, direct or indirect, of: (i) the assets of Nevsun and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 50% or more of the consolidated assets of Nevsun and its Subsidiaries or which contribute 50% or more of the consolidated revenue of Nevsun and its Subsidiaries or (ii) 50% or more of any voting or equity securities of Nevsun or any one or more of its Subsidiaries that, individually or in the aggregate, contribute 50% or more of the consolidated revenues or constitute 50% or more of the consolidated assets of Nevsun and its Subsidiaries; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 50% or more of any class of voting or equity securities of Nevsun and its Subsidiaries; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Nevsun and/or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 50% or more of the consolidated assets or revenues, as applicable, of Nevsun and its Subsidiaries.
Examples of Change of Control Proposal in a sentence
Until sold, the Delinquent Shares shall be voted by the Trustee in the manner required by Section 4.03 of this Agreement, provided however, that on any Change of Control Proposal approved by the Board of Directors and submitted by the Board of Directors to the stockholders of the Company for a vote thereon, the Trustee shall vote the Delinquent Shares in the exact proportion as all shares of Capital Stock not held in the Voting Trust shall have been voted upon such Change of Control Proposal.
For so long as the Beneficiary Beneficially Owns twenty percent (20%) or more of the issued and outstanding shares of Common Stock, the Company shall consult with the Beneficiary prior to soliciting any Change of Control Proposal and shall consult with the Beneficiary in the event that the Company shall receive any Change of Control Proposal.
Discovery shall keep Oyster and Pearl informed on a prompt basis of any material changes in the terms or status of any Discovery Change of Control Proposal.
The Beneficiary shall not itself, nor shall it initiate, suggest or otherwise encourage any other Person to, request the Board of Directors to consider, support or seek any Acquisition Proposal or Change of Control Proposal or take any action designed, intended or likely to result in an Acquisition Proposal or Change of Control Proposal being entered into or consummated.
The Company shall have delivered to Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Securities and this Agreement, the approval by the Company Board of the Charter Amendment and the approval by the shareholders of the Company of the Share Issuance Proposal, the Change of Control Proposal and the Charter Proposal.
More Definitions of Change of Control Proposal
Change of Control Proposal means any agreement, plan or proposal involving any merger, consolidation or other business combination that, if consummated in accordance with its terms, would result (i) in any holder of the voting Capital Stock of the Company, or any other Person, who Beneficially Owned less than 50.1% of the voting Capital Stock immediately prior to such merger, consolidation or other business combination owning more than 50.1% of the outstanding voting securities of the resulting entity arising out of such merger, consolidation or other business combination, or (ii) in the holders of the voting Capital Stock of the Company, in the aggregate, immediately prior to such merger, consolidation or other business combination owning less than 50.1% of the outstanding voting securities of the resulting entity arising out of such merger, consolidation or other business combination.
Change of Control Proposal is defined in Section 4.9.
Change of Control Proposal means:
1.7.1 any expression of interest, proposal or offer for a takeover bid, scheme of arrangement, merger or amalgamation which would result in a single person or entity together with their Associates owning 50% or more of the shares of UNILIFE;
1.7.2 any expression of interest, proposal or offer to acquire all or a substantial part of the assets or business of UNILIFE; or
1.7.3 any expression of interest or proposal for UNILIFE to issue 25% or more of its shares or other securities to a single person or entity or their Associates, in each case which is recommended by the Board of UNILIFE but, for the avoidance of doubt, a ‘Change of Control Proposal’ does not, unless the Board determines otherwise, include any expression of interest, proposal or offer in relation to or to effect either an internal restructure of the UNILIFE group or a transaction whereby the UNILIFE group would redomicile by imposing a new parent company of the UNILIFE group (including where such transaction would be effected by a scheme of arrangement under the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth)). This exception to a “Change of Control Proposal” includes any expression of interest, proposal or offer in relation to or to effect a scheme of arrangement pursuant to which:
(a) a subsidiary of UNILIFE would become the new parent company of UNILIFE; or
(b) the shareholders of UNILIFE on the record date of the scheme of arrangement would be entitled to be issued shares equal to at least 50% of the issued ordinary share capital of the new parent company of UNILIFE on the implementation date of the scheme of arrangement.
Change of Control Proposal means a bona fide unsolicited written Acquisition Proposal made by a third party after the date of this Agreement (and not obtained in violation of Section 7.4) that relates to the acquisition of 50% or more of the outstanding HudBay Shares (other than HudBay Shares owned by the person making the Change of Control Proposal) or all or substantially all of the assets of HudBay and its subsidiaries.
Change of Control Proposal means any agreement, plan or proposal involving any sale of Capital Stock, merger, consolidation, recapitalization, exchange of shares or other transaction that, if consummated in accordance with its terms, would result in the holders of the voting Capital Stock of the Company immediately prior to such sale of Capital Stock, merger, consolidation, recapitalization, exchange of shares or other transaction owning less than 50.1% of the outstanding voting securities of the Company or, if not the Company, the resulting entity arising out of such merger, consolidation, recapitalization, exchange of shares or other transaction or any agreement, plan or proposal involving the sale of all or substantially all of the assets of the Company and subsidiaries on a consolidated basis.
Change of Control Proposal has the meaning set forth in Section 4.1(a)(ii).
Change of Control Proposal means, other than the transactions contemplated by this Agreement and other than any transaction involving only a Party and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry from any Person or group of Persons, whether or not in writing and whether or not delivered to the shareholders of a Party, after the date hereof relating to: (a) any acquisition or purchase, direct or indirect, of the assets of that Party and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 50% or more of the consolidated assets of that Party and its Subsidiaries, taken as a whole, or which contribute 50% or more of the consolidated revenues of that Party and its Subsidiaries, taken as a whole; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in any Person, or group of Persons or shareholders of such Person(s) beneficially owning 50% or more of any class of voting or equity securities of that Party (excluding, in the case of the Company, shares held by Subsidiaries of the Company); or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving that Party and/or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 50% or more of the consolidated assets or revenues, as applicable, of that Party and its Subsidiaries, taken as a whole;