Competitive Change of Control definition

Competitive Change of Control shall be deemed in effect in the event a competitor of one party obtains equity ownership in the other party in excess of 50%.
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Competitive Change of Control means a Change of Control of Duality where the incoming Third Party and/or its Affiliates is a Competitor.
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Competitive Change of Control means a Change of Control where the Acquirer is: (a) a Person (or an Affiliate of such a Person) [***]; or (b) a Person named on Schedule 1.15 (or an Affiliate or successor-in-interest of any of such Persons).
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Examples of Competitive Change of Control in a sentence

  • Notwithstanding the foregoing, the provisions of this Section 8.7.3 shall not apply (x) in the event of a Safety Termination, or (y) in the event of any termination at any time after a Competitive Change of Control involving Ablynx or any of its Affiliates.

  • The other Party may terminate this Agreement, immediately upon written notice to the first Party, in the event of a Competitive Change of Control.

  • Quinton shall provide Mortara with prompt written xxxxxx in xxx xxent of any Competitive Change of Control of Quinton, and Mortara shall have the right to terminate this Agreemenx upxx xxxxty (30) days advance written notice to Quinton.

  • In the event of a Change of Control that is not a Competitive Change of Control, the Non-Acquired Party may, at any time prior to the three (3)-month anniversary of the effective date of such Change of Control, provide written notice to the Acquired Party that it elects to effect an Operational Separation as defined and described on Exhibit 14.2 (such notice, an “Operational Separation Notice”).

  • Eagle shall, unless prohibited by Applicable Laws, immediately notify AOP in writing of any Competitive Change of Control over Eagle, as soon as Eagle reasonably expects such Competitive Change of Control over Eagle to occur.

  • Accordingly, in the event a Competitive Change of Control has been publicly disclosed, NovaBay shall provide Galderma written notice thereof (the “Competitor Acquisition Notice”) no later than two (2) business days thereafter.

  • Such notice shall be binding upon Galderma provided that the applicable Competitive Change of Control transaction closes within six (6) months of Galderma’s notice.

  • Notwithstanding anything in this Agreement to the contrary, as of the consummation of a Competitive Change of Control, Allscripts will have the right, in its sole discretion, to assume the provision of Level 1 Support Services to Sublicensed Customers and to become the first direct point of contract for each Sublicensed Customer for support and maintenance matters hereunder.

  • Quinton shall provide Mortara with prompt written notice in txx xxxxt of any Competitive Change of Control, and Mortara shall have the right to terminate this Agreement upon thirty (30) days advance written notice to Quinton.

  • Notwithstanding the foregoing, if NovaBay provides written notice to Galderma of its intent to enter into a Competitive Change of Control transaction in which it identifies the Competitor of Galderma, Galderma shall notify NovaBay within thirty (30) days of such notice as to whether it intends to exercise its right to terminate this Agreement, and if so, whether it will do so with respect to the entire Agreement or as to future Development Proposals.


More Definitions of Competitive Change of Control

Competitive Change of Control. Section ‎2.7.2
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Competitive Change of Control shall be deemed in effect in the event a competitor of Mortara obtains equity ownership in Quinton in excess of 50%.
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Competitive Change of Control means an acquisition of either Party by a Third Party resulting in a Change of Control of such Party where:
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Competitive Change of Control means, with respect to NovaBay, any of the following events: (i) a Competitor of Galderma becomes the “beneficial owner” (as such term is used in sections 12(d) and 13(d) of the Securities Exchange Act of 1934, as amended), of a majority of the total voting power represented by all classes of capital stock then outstanding of NovaBay entitled to vote in elections of directors of NovaBay; (ii) NovaBay consolidates with or merges into a Competitor of Galderma, or a Competitor of Galderma consolidates with or merges into NovaBay; or (iii) NovaBay conveys, transfers or leases a substantial portion of its assets related to this Agreement to a Competitor of Galderma in one or more related transactions and assigns this Agreement to such Competitor of Galderma pursuant to Section 14.2; and “Competitor of Galderma” shall mean any of the top thirty (30) dermatology companies by worldwide revenues as determined by the then current IMS (IMS Health Incorporated, Norwalk, CT) D-Class rankings. Notwithstanding the foregoing, if NovaBay provides written notice to Galderma of its intent to enter into a Competitive Change of Control transaction in which it identifies the Competitor of Galderma, Galderma shall notify NovaBay within thirty (30) days of such notice as to whether it intends to exercise its right to terminate this Agreement, and if so, whether it will do so with respect to the entire Agreement or as to future Development Proposals. Such notice shall be binding upon Galderma provided that the applicable Competitive Change of Control transaction closes within six (6) months of Galderma’s notice. If Galderma fails to so notify NovaBay it shall be deemed to have elected not to terminate the Agreement pursuant to this Section 12.2.5.
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Competitive Change of Control has the meaning set forth in Section ‎2.8(a).
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Related to Competitive Change of Control

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

  • Competitive Activity will not include (i) the mere ownership of securities in any such enterprise and the exercise of rights appurtenant thereto or (ii) participation in the management of any such enterprise other than in connection with the competitive operations of such enterprise.

  • 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.

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

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

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

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

  • 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 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.

  • Competitive Activities means any business activities in which the Company or any other member of the Company Group engage (or have committed plans to engage) during the Term of Employment, or, following termination of Employee’s employment hereunder, was engaged in business (or had committed plans to engage) at the time of such termination of employment.

  • Competitive Business Activity means:

  • Competitive Business means any firm, partnership, joint venture, corporation and/or any other Person, and/or any licensee of such entity, that develops, manufactures, markets, distributes, provides, offers, or sells any services or products substantially similar to First Party’s services or products.

  • 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.

  • Competitive employment means work in the competitive labor market that is performed on a full-time or part-time basis in an integrated setting and for which an individual is compensated at or above the minimum wage, but not less than the customary wage and level of benefits paid by the employer for the same or similar work performed by individuals who are not disabled.

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

  • 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.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control, or (iii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • 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.

  • 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.

  • Control Transaction means any of the following transactions or any combination thereof:

  • 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.