Change of Control Window definition

Change of Control Window means the period (a) beginning 90 days prior to the earlier of (i) the execution of a letter of intent relating to a Change of Control transaction, if any, or (ii) the execution of a definitive agreement with respect to a Change of Control transaction; in either case, provided that the Change of Control with the party to the letter of intent or definitive agreement is consummated within two (2) years following such execution, and (b) ending on the date such Change of Control becomes effective.
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Change of Control Window means the period beginning at the beginning of any discussion or offer that would affect a Change of control and ending twelve months after the effective date of any Change of control.
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Change of Control Window means the period that commences 90 days prior to (a) the occurrence of a Change of Control or (b) any public announcement of the intention to undertake a transaction that if consummated would result in a Change of Control, and terminates upon the expiration of the period equal to the product of one (1) year and the Participant’s Severance Multiple, following the date of such Change of Control.
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Examples of Change of Control Window in a sentence

  • Anything in this Agreement to the contrary notwithstanding, a termination of employment by you for any reason during the 30-day period immediately following the first anniversary of a Change of Control ("Window Period") shall be deemed to be a termination for Good Reason for all purposes of this Agreement.

  • HFigure 5: Convergence in the incidence variety compactification IV C .

  • There is no need to offer an Offer Price based on the Adjusted Conversion Price for the 2024 Convertible Bonds during the Acceptance Period, since IMMOFINANZ announced on 7 December 2021 that the change of control relating to the Bidder’s shareholding has been triggered and the conversion option at the Adjusted Conversion Price was made available during the Change of Control Window between 7 December 2021 and 19 January 2022, thus prior to Settlement.

  • Such right of termination can be exercised by any holder of 2024 Convertible Bonds within ten days from the announcement of a change of control by the Target Company and with effect from the end of the Change of Control Window (as defined below) in respect of all or some of the 2024 Convertible Bonds held by the respective holder and which have not been converted or redeemed at such point in time.

  • The Share Offer Price and the premium included therein were taken into account in determining the fixed Convertible Bond Offer Price of EUR 102,746.53 for each nominal amount of EUR 100,000 as it corresponds to the nominal value of the 2024 Convertible Bonds (EUR 100,000) divided by the conversion price after dividend payment for the financial year 2020 outside the Change of Control Window (EUR 20,6333) multiplied by the Share Offer Price (EUR 21.20).

  • In the event a Participant's employment is terminated (a) for any reason during any period other than the Change of Control Window, (b) during the Change of Control Window, by reason of his voluntary resignation (and such resignation does not constitute an Involuntary Termination), death or disability or (c) during the Change of Control Window, by the Company for Cause, then such Participant shall not be entitled to receive severance or other benefits under the Plan.

  • These changes result from the issue of 14,963,965 shares from conditional capital to the holders of 2024 Convertible Bonds following the exercise of conversion rights during the Change of Control Window.

  • The Offer Price and the included premium were taken into account in determining the Offer Price for the 2016 Convertible Bonds and the Offer Price for the 2018 Convertible Bonds, since the more favorable conversion ratio was applied for each of the Convertible Bonds during the Change of Control Window, i.e., the nominal value of the Convertible Bonds was divided by the respective Adjusted Conversion Price multiplied by the Offer Price.

  • There is no need to offer an offer price based on the Adjusted Conversion Price of the Convertible Bonds during the Additional Acceptance Period, since the conversion option at the Adjusted Conversion Price is available during the Change of Control Window and the Settlement Shares may be tendered in the Offer.

  • However, in the OB approach the mean wage differentials can be decomposed into the wage struc-ture effect and the composition effect.


More Definitions of Change of Control Window

Change of Control Window means, as to any Change of Control, the period beginning on the earlier of (x) the date such Change of Control occurs and (y) the first date as of which the Corporation has given written notice of such Change of Control to each registered holder of Series G Preferred, and ending on the date 180 days after the later to occur of (i) the date such Change of Control occurs and (ii) the first date as of which the Corporation has given written notice of such Change of Control to each registered holder of Series G Preferred.
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Change of Control Window means the period beginning ninety (90) days prior to, and ending twelve months after the effective date of any Change of Control.
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Change of Control Window means the period beginning ninety (90) days prior to (or, in the case of the RFMD Transaction, April 1, 2014), and ending twenty-four (24) months after the effective date of any Change of Control.
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Change of Control Window means the period (a) beginning 90 days prior to the earlier of (i) the execution of a letter of intent relating to a Change of Control transaction, if any, or (ii) the execution of a definitive agreement with respect to a Change of Control transaction; in either case, provided that the Change of Control with the party to the letter of intent or definitive agreement is consummated within two (2) years following such execution, and
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Change of Control Window means a period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement or that the Company’s board of directors has endorsed a tender offer for the Company’s stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending at the earlier of the date on which the Company publicly announces that such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control.
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Change of Control Window means the period beginning three (3) months immediately prior to a Change of Control and ending twelve (12) months immediately following a Change of Control.
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Related to Change of Control Window

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

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

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

  • 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.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

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

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

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

  • Control Event Defined. “Control Event” means:

  • 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.

  • 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.

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

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

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

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

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

  • 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.