Change of Ownership Event definition

Change of Ownership Event shall be deemed to have occurred at such time as either (a) any Person (other than a Permitted Holder) or any Persons acting together that would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provision thereto (other than Permitted Holders), together with any Affiliates or Related Persons thereof, shall beneficially own (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision thereto) at least thirty percent (30%) of the aggregate voting power of all classes of Voting Stock of the Parent; or (b) as of any date a majority of the Board of Directors of the Parent (the “Board”) consists of individuals who were not either (i) directors of the Parent as of the corresponding date of the previous year, or (ii) selected or nominated to become directors by the Board of which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors by the Board of which a majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii) above (excluding, in the case of both clause (b)(ii) and clause (b)(iii), any individual whose initial nomination for, or assumption of office as, a member of the Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (c) (i) the Permitted Holders referenced in clause (i) of the definition of “Permitted Holder” shall cease to beneficially own directly or indirectly at least fifty-one percent (51%) of the aggregate voting power of all Class B Voting Stock of the Parent or (ii) such Class B Voting Stock beneficially owned directly or indirectly by such Permitted Holders shall cease to have the right to appoint at least seventy-five percent (75%) of the Persons serving on the Board; or (d) the Parent shall cease to own at least one hundred percent (100%), on a fully diluted basis, of the economic and voting interests of the Borrower.
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Change of Ownership Event shall be deemed to have occurred at such time as either (a) any Person (other than a Permitted Holder) or any Persons acting together that would constitute a “group” (a “Group”) for purposes of Section 13(d) of the Exchange Act or any successor provision thereto (other than Permitted Holders), together with any Affiliates or Related Persons thereof, shall beneficially own (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision thereto) at least 30% of the aggregate voting power of all classes of Voting Stock of the Parent; or (b) any Person or Group (other than Permitted Holders), together with any Affiliates or Related Persons thereof, shall succeed in having a sufficient number of its nominees elected to the Board of Directors of the Parent such that such nominees, when added to any existing director remaining on the Board of Directors of the Parent after such election who was a nominee of or is an Affiliate or Related Person of such Person or Group, will constitute a majority of the Board of Directors of the Parent; or (c) the Permitted Holders referenced in clause (i) of the definition of “Permitted Holder” shall cease to own at least 51% of the aggregate issued and outstanding shares of the Voting Stock of the Parent; or (d) the Parent shall cease to own at least one hundred percent (100%) on a fully diluted basis, of the economic and voting interests of the Borrower.
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Change of Ownership Event means (a) Holdings shall cease to own, directly or indirectly, 100% on a fully diluted basis of the economic and voting interest in OCIS or OCIN, (b) each of Xxxx X. Xxxxxxx XX and X.
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Examples of Change of Ownership Event in a sentence

  • If a Change of Ownership Event or a Change of Management Event shall occur.

  • If a Change of Ownership Put is specified in the relevant Final Terms, and a Change of Ownership Event occurs, upon the holder of any Note giving to the Issuer in accordance with Condition 19 (Notices) not less than 15 nor more than 30 days’ notice the Issuer will, upon the expiry of such notice, redeem such Note on the Change of Ownership Put Date at an amount equal to 100 per cent.

  • The provisions of the Credit Agreement shall be amended to substitute for clause (i) of the definition of "Change of Ownership Event" the provisions of the definition of "Change of Control" set forth in the Description of Notes.

  • Upon a Change of Ownership Event, the Unaffected Party shall have the right, but shall not be obliged, to purchase all the Shares of the Company held by the Affected Party.

  • If a Change of Ownership Put is specified in the relevant Final Terms, and a Change of Ownership Event occurs, upon the holder of any Note giving to the Issuer in accordance with Condition 19 (Notices) not less than 15 nor more than 30 days' notice the Issuer will, upon the expiry of such notice, redeem such Note on the Change of Ownership Put Date at an amount equal to 100 per cent.

  • A Change of Ownership Event shall mean the event where Present Owners jointly cease to control, directly, or indirectly through Stefan Sten Olsson Holdings Ltd, at least 51% of voting shares in the Guarantor.

  • The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Lender) shall terminate on the earlier of (i) the date on which any Change of Ownership Event occurs and (ii) the Final Maturity Date.

  • Trustee / Bondholders'Representative: Nordic Trustee ASA, Postboks 1470 Vika, 0116 Oslo, Norway Arranger(s): DNB Markets Paying Agent: SEB Merchant BankingSecurities Depository:The Norwegian Central Securities Depository (VPS)Market making: No market-maker agreement has been made for this Loan.Special (distinct) conditions:Upon a Change of Ownership Event, investors have the right to sell the bonds back to the Issuer at 101%.


More Definitions of Change of Ownership Event

Change of Ownership Event means (i) any of (y) so long as John X. Xxxxx xx employed by Parent, John X. Xxxxx, xxgether with his heirs, executors, administrators, testamentary trustees, legatees or beneficiaries and any trust, the beneficiaries of which, or a corporation or partnership, the sole stockholder or partner of which include only himself, his spouse, parents, siblings or direct lineal descendants, or (z) so long as Franx X. XxXxxxxxxxx xx employed by Parent, Franx X. XxXxxxxxxxx, xxgether with his heirs, executors, administrators, testamentary trustees, legatees or beneficiaries and any trust, the beneficiaries of which, or a corporation or partnership, the sole stockholder or partner of which include only himself, his spouse, parents, siblings or direct lineal descendants, shall cease to own on a fully diluted basis the percentage of the economic and voting interest in Parent's capital stock as such shareholders held on the Initial Borrowing Date after giving effect to the Transaction, (ii) Parent shall cease to own directly 100% on a fully diluted basis of the economic and voting interest in the Borrower's capital stock without giving effect to any Warrants of Borrower, (iii) the Borrower shall cease to own directly 100% on a fully diluted basis (or at least 70% in the case of Nova) of the economic and voting interest in the capital stock of any Subsidiary of the Borrower or (iv) any "Triggering Event," or any similar provision or event under the Jacor Transaction Documents, shall occur.
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Change of Ownership Event means that the State of Qatar either ceases to have direct or indirect ownership of at least 30 per cent. of the issued share capital of the Guarantor or ceases to have direct or indirect ownership of such number of shares in the capital of the Guarantor as carry at least 30 per cent. of the voting rights normally exercisable at a general assembly (or general meeting) of the Guarantor; and
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Change of Ownership Event means, with respect to a Shareholder, the first to occur of any of the following events during the term of this Agreement:
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Related to Change of Ownership Event

  • Change of Ownership means a change in the individual or legal organization that is responsible for the operation of a nursing facility. Change of ownership does not include changes in personnel, e.g., a change of administrators. Events that change ownership include, but are not limited to, the following:

  • Change in Ownership means change of ownership of the Bidder/Member in a Bidding Consortium by way of merger/ acquisition/ amalgamation/ reorganisation/ consolidation/ demerger;

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

  • 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.

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

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

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

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

  • Change in Ownership or Control means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • 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).]

  • 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 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 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.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

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

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

  • Barrier Event means that R (final) is lower than the Barrier.

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

  • Ownership Change means a change in a hospital’s owner, lessor, or operator under 42 CFR 489.18(a).

  • 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 in Management will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

  • 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.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Terminating Event means any of the following events:

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction