Change of Control Sale definition

Change of Control Sale has the meaning set forth in Section 8(a).
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Change of Control Sale means (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any Subsidiary of the Company, of all or substantially all the assets of the Company and its Subsidiaries taken as a whole, or (2) the sale, lease, transfer, exclusive license or other disposition (whether by merger, consolidation, statutory conversion, domestication, continuance or otherwise, and whether in a single transaction or a series of related transactions) of one or more Subsidiaries of the Company if substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Subsidiary of the Company.
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Change of Control Sale means any transaction or series of related transactions in which any Fortress Stockholder or group of Fortress Stockholders proposes to Transfer (whether by merger, consolidation or sale or other Transfer of Buyer Common Shares or otherwise) 50% or more of the then outstanding Buyer Common Shares to any person (other than another Fortress Stockholder or other affiliate of Holdings).
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Examples of Change of Control Sale in a sentence

  • To exercise a Change of Control Sale option, a Holder must, no later than 5:00 p.m., New York City time, on the date specified in the written notice referred to in Section 8(c)(i) by which such option must be exercised, notify the Corporation in writing of the number of shares of Preferred Stock as to which such Change of Control Sale option is being exercised.

  • Upon a Change of Control Sale, the Corporation shall deliver or cause to be delivered to the Holder by wire transfer the purchase price payable upon the purchase by the Corporation of such Holder’s shares of Preferred Stock in accordance with this Section 8 substantially concurrently with the Change of Control Sale.

  • Subject to the payment of the purchase price for shares of Preferred Stock to be purchased pursuant to this Section 8 substantially concurrently with a Change of Control Sale, from and after the Change of Control Sale, the dividend, voting and other powers, designations, preferences and rights provided herein with respect to such repurchased shares of Preferred Stock shall cease.

  • For the avoidance of doubt, if notice regarding the exercise of a Change of Control Sale option is provided pursuant to Section 8(d) prior to the Change of Control Effective Date, such Holder shall have priority in right of payment of such amount over any payment to Junior Securities in connection with such Change of Control transaction.

  • A Holder may exercise a Change of Control Sale option upon receipt of a notice pursuant to Section 8(b) or Section 8(c) above, the effectiveness of which shall be contingent upon the Change of Control Effective Date.

  • Furthermore, no Tax Distributions shall be made in connection with a Sale Event, Change of Control, Sale of the Company or the dissolution and liquidation of the Company.

  • To exercise a Change of Control Sale option, a Series A Holder must, no later than 5:00 p.m., New York City time, on the date by which such option must be exercised, surrender to the Conversion Agent the shares of Series A Preferred Stock to be sold and indicate that it is exercising its Change of Control Sale option, as applicable.

  • Upon a Change of Control Sale, the Corporation shall deliver or cause to be delivered to the Series A Holder by mail or wire transfer the purchase price payable upon the purchase by the Corporation of such Series A Holder’s shares of Series A Preferred Stock.

  • If the Media Representative fails to give the Change of Control Notice within 365 days following expiration of the Quiet Period, then the Media Members shall be deemed to have waived the Polo Change of Control Sale.

  • The sale and purchase of the Insolvency Sale Assets, the Change of Control Sale Assets, the Change of Control Purchase Assets, the Material Breach Sale Assets and the Material Breach Purchase Assets shall be made on the terms set out in Clause 16 (Terms and consequences of transfers of Shares).


More Definitions of Change of Control Sale

Change of Control Sale has the meaning given in Section 10.5. “Companies Act” means the Companies Act (Chapter 50) of Singapore, or any other statutory modification or re-enactment thereof; “Company” has the meaning given in the Preamble. “Competitor” means: (a) any of (i) Jasper Infotech Pvt Ltd (and its Affiliates), or such other companies as may operate the business of Snapdeal from time to time after the date hereof, (ii) PayTM (Payments), (iii) PayTM (eCommerce), (iv) Alibaba, (v) Xxxxxx.xxx Inc. or any of its subsidiaries or Affiliates (collectively, “Amazon”), or such companies as may operate the business of Amazon after the date hereof; or (vi) any other e-commerce or payments company with significant operations in India and in which Alibaba or Amazon has an equity or significant commercial interest; and (b) any other Person who, in the reasonable good faith determination of the Board, carries on any business that is substantially similar to the Fit Business or any other business carried on by the Fit Group, with such determination not to be made more frequently than one (1) time per Financial Year and such list of Competitors not to include more than five (5) specified Persons in the aggregate at any time; provided, however, that, for the avoidance of doubt, neither Wal-Mart nor Tencent shall be deemed to be a Competitor so long as it (or its Permitted Transferee) remains a Shareholder; “Confidential Information” has the meaning given in Section 15.1(b); “Constitution” means the constitution of the Company, as may be amended from time to time; “Contract” means any written, oral or other agreement, contract, license, sublicense, subcontract, settlement agreement, deed, lease, indenture, understanding, arrangement, instrument, note, loan, purchase order, warranty, insurance policy, benefit plan or legally binding commitment or undertaking of any nature; “Control” (including, with its correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means: 3
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Change of Control Sale means any transaction or series of related transactions with the effect that one or more persons acting in concert together, other than the Original Stockholders or their Affiliates, will on consummation of such transaction or transactions hold more than 50 per cent. of the total voting power of the issued Company Shares entitled to vote in the election of directors or managers of the Company or any successor entity resulting therefrom.
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Change of Control Sale out of funds legally available therefor (subject to creditors’ reserves for payments to creditors in accordance with 9.03(b)), before any distribution or payments may be made to or set aside for the holders of any Junior Equity Interests, any or all of its Series A Preferred Membership Interests at a purchase price per Series A Preferred Membership Interest, payable in cash, equal to the greater of (i) 101% multiplied by the Liquidation Preference and (ii) the amount which would have been received by such holder per Series A Preferred Membership Interest if the Series A Preferred Membership Interests of such holder then outstanding had been converted into Common Membership Interests pursuant to Section 3.04 immediately prior to such Change of Control (a “Change of Control Payment”).
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Related to Change of Control Sale

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

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

  • 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 means the occurrence of any of the following events:

  • 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 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.

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

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

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

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

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

  • 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.

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

  • 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).]

  • 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.

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

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

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

  • Control Event Defined. “Control Event” means:

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