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Company Change definition

Company Change means any merger, consolidation or corporate reorganization of the Company, including, for the avoidance of any doubt, a Change in Control.
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Company Change means any merger, consolidation or corporate reorganization of the Company.
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Company Change means an event whereby the Company shall not be the not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity (other than SCF-IV, L.P. and its Affiliates), including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) contested election of the Board, the persons who were members of the Board before such election shall cease to constitute a majority of the Board.
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Examples of Company Change in a sentence

  • Upon a Company Change of Control (defined below), the Company shall have the right, at its election, to terminate this Agreement upon the payment of the COC Termination Fee (defined below) and subject to the conditions and terms of this Section 16.

  • Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained.

  • If Company becomes aware of the need to make a Company Change that is reasonably expected to have a significant impact on cost or schedule, Company shall provide Customer with written notice of such contemplated Company Change, each such notice to be provided in advance, if possible, but, in any event, as soon as may be reasonably practicable under the circumstances.

  • Can the Company Change the Premium Rates?Subject to the rate requirements in the state of Utah, where this Policy is issued, We may change the rates for this Policy on any Policy Anniversary Date.

  • The Company Change of Control Redemption Notice shall be irrevocable.

  • The limitations in the immediately preceding sentence shall not apply (i) in the event of a Participant’s (1) death, (2) Disability, or (3) Early Retirement or Normal Retirement, or (ii) in the event of a Company Change in Control.

  • In the event of any Company Change or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or any person or entity to which the assets of the Company are transferred.

  • If Company becomes aware of the need to make a Company Change that is reasonably expected to have a significant impact on cost or schedule of the Company Work, Company shall provide Customer with written notice of such contemplated Company Change, each such notice to be provided in advance, if possible, but, in any event, as soon as may be reasonably practicable under the circumstances.

  • Should a participant die or become permanently disabled or should there occur a Parent Company Change in Control, the participant (or their spouse or estate) shall receive full payment of the award for the entire Performance Period at the Target level.

  • Nothing contained in this Section 5.02 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).


More Definitions of Company Change

Company Change means an event whereby the Company shall not be the not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity (other than SCF-IV, L.P. and its Affiliates), including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) contested election of the Board, the persons who were members of the Board before such election shall cease to constitute a majority of the Board.
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Related to Company Change

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

  • Change is defined in Section 3.2.

  • Corporate Change means one of the following events: (i) the merger, consolidation, or other reorganization of the Company in which the outstanding Stock is converted into or exchanged for a different class of securities of the Company, a class of securities of any other issuer (except a direct or indirect wholly owned subsidiary of the Company), cash or other property; (ii) the sale, lease or exchange of all or substantially all of the assets of the Company to any other corporation or entity (except a direct or indirect wholly owned subsidiary of the Company); or (iii) the adoption by the stockholders of the Company of a plan of liquidation or dissolution.

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

  • Change of Control Date has the meaning provided in Section 4.15.

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • 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 Corporation, by contract or otherwise) of in excess of 40% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 40% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 60% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one 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 Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation 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 Recommendation has the meaning set forth in Section 6.3(d).

  • 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.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

Most Referenced Clauses

Most Referenced Definitions