Competitor Change of Control definition

Competitor Change of Control shall be deemed to have occurred if any of the following occurs after the Effective Date: (a) any Competitor (i) becomes the beneficial owner, directly or indirectly, of shares of capital stock or other interests (including partnership interests) of such Party then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the directors, managers or similar supervisory positions (“Voting Stock”) of such Party representing more than fifty percent (50%) of the total voting power of all outstanding classes of Voting Stock of such Party or (ii) has the power, directly or indirectly, to appoint a majority of the Party’s managing directors or to elect a majority of the members of the Party’s board of directors, supervisory board or similar governing body (“Board of Directors”); or (b) such Party enters into a merger, consolidation or similar transaction with a Competitor (whether or not such Party is the surviving entity) and as a result of such merger, consolidation or similar transaction (i) the managing directors or the members of the Board of Directors of such Party immediately prior to such transaction constitute less than a majority of the managing directors or the members of the Board of Directors of such Party or such surviving Person immediately following such transaction or (ii) the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or (c) such Party sells or transfers to a Competitor, in one or more related transactions, properties or assets representing all or substantially all of such Party’s consolidated total assets to which this Agreement relates. Notwithstanding the foregoing, the occurrence of neither of the following shall, by itself, be considered a Change in Control, the sale of capital stock of a Party in an initial public offering on an internationally recognized securities exchange, including the NYSE, NASDAQ, London Stock Exchange, Frankfurt Stock Exchange, and Hong Kong Stock Exchange shall not constitute a Competitor Change of Control if entered into in the ordinary course...
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Competitor Change of Control means a change in the ownership of Spinnaker or Spinco or a successor to either of them that gives Control to a PGS Competitor and that occurs after the membership interests or common stock, as the case may be, of Spinnaker or Spinco are (x) registered pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 or (y) authorized and approved for listing on a national securities exchange or admitted to trading and quoted in the Nasdaq National Market or comparable system.
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Competitor Change of Control has the meaning set forth in Section 4.2;
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Examples of Competitor Change of Control in a sentence

  • In the event of a Competitor Change of Control with respect to SSI, StorageTek shall have the option of either terminating this Agreement or continuing under this Agreement.

  • Following a Change of Control of SSI or StorageTek that is not a Competitor Change of Control, this entire Agreement shall remain in full force and effect, and the "entity that was not Affiliated with the Party" shall assume and be bound to its terms.

  • The terms of this Section 7.2 shall terminate immediately in the event of a Direct Competitor Change of Control of Solazyme.

  • This Agreement may be terminated by either Party immediately upon written notice to the other Party if the other Party undergoes a Competitor Change of Control before the earlier of (i) three (3) years from the Effective Date or (ii) the other Party undergoing an Initial Public Offering.

  • In the event of a Competitor Change of Control with respect to StorageTek, SSI shall have the option of either terminating this Agreement or continuing under this Agreement.

  • StorageTek may exercise its termination option by written notice to SSI at any time prior to the [*] after SSI notifies StorageTek in writing that such Competitor Change of Control has occurred and the date on which the termination shall occur, which date shall not exceed [*] from the termination notice date.

  • If the Parties determine to extend the Research Program Term for Phase 3, the Parties may mutually agree in the Phase 3 Agreement upon termination provisions in the event of a Direct Competitor Change of Control of Solazyme during Phase 3.

  • SSI may exercise its termination option by written notice to StorageTek at any time on or prior to the [*] after StorageTek notifies SSI in writing that such Competitor Change of Control has occurred.

  • During the period between when Licensee enters into a definitive agreement which would result in a Competitor Change of Control and when such definitive agreement is consummated, Licensee shall have the right to divest all such Competitive Products which would be acquired upon the consummation of the transaction giving rise to such Competitor Change of Control.

  • Upon the consummation of such definitive agreement, if Licensee has not then divested all such Competitive Products such that a Competitor Change of Control has occurred, Bioeq may, upon sending written notice to Licensee within sixty (60) days thereafter, terminate this Agreement.


More Definitions of Competitor Change of Control

Competitor Change of Control has the meaning assigned in Section 3.7(b)(i).
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Competitor Change of Control means any Change of Control in which the Acquirer is, at the time of the Change of Control, engaged in the research, development and/or marketing of pharmaceutical products and/or medical devices.
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