Compliant Change of Control Transaction definition

Compliant Change of Control Transaction means any Sponsor Sale or Merger Exit (a) that occurs prior to a Principal Investor Two-Thirds Sell-Down, (b) that is conducted in accordance with the Change of Control Procedures and Section 4.10, (c) in which the Acquiror is not a Restricted Person and, in the case of a Merger Exit, is a newly formed Acquiror that has no material assets or liabilities other than the equity or indebtedness used to effect such Change of Control (provided, that in any case Section 4.4.3(b) of Article EIGHTH of the Charter shall apply), but in any case shall have no assets or liabilities of an operating business, and (d) in connection with which, following the consummation of such transaction, (i)(x) the Televisa Investors’ board rights pursuant to Section 2 of the Principal Investor Agreement shall continue with respect to the Acquiror and any Acquisition Holdco to the extent provided therein, (y) the Televisa Investors’ other governance rights pursuant to the Transaction Agreements (other than immaterial rights and in any case consent rights of the Televisa Investors under Section 2.4 of the Principal Investor Agreement and Section 4.4.3 of Article EIGHTH of the Charter shall not be considered immaterial) shall continue with respect to the Acquiror (or its parent, if the Acquiror is a wholly-owned subsidiary of such parent) or any Acquisition Holdco to the extent provided therein, (z) the Televisa Investors’ rights (other than governance rights referred to in clauses (x) and (y) above) (other than immaterial rights and in any case consent rights of the Televisa Investors under Section 2.4 of the Principal Investor Agreement and Section 4.4.3 of Article EIGHTH of the Charter shall not be considered immaterial) and obligations pursuant to the Transaction Agreements shall continue with respect to the Acquiror and any Acquisition Holdco to the extent provided therein; except, for the sake of clarity, in the case of each of clauses (x), (y) and (z) above, to the extent those rights have otherwise terminated in accordance with their respective terms; (ii) the Televisa Investors shall have no greater obligations with respect to the Acquiror and its stockholders and any Acquisition Holdco and its stockholders under the Transaction Agreements than they had to the Company, its subsidiaries and its parent entities and the Principal Investors under the Transaction Agreements immediately prior to such Change of Control; and (iii) the Acquiror (or its parent, if the Acquiror is a wholly...
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Compliant Change of Control Transaction shall have the meaning set forth in the Stockholders Agreement.
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Examples of Compliant Change of Control Transaction in a sentence

  • In the event of any dispute between or among the parties to this Agreement relating to or arising out of the Televisa Investors’ rights and obligations in the event of either a Sponsor Sale or a Merger Exit as set forth in Section 4.7 or 4.8 (collectively, the “Change of Control Procedures”) or whether a Change of Control is a Compliant Change of Control Transaction, the terms of this ***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC.

  • Without regard to any other restrictions on Transfer contained in Sections 3.2 (Tag Along), 3.3 (Drag Along) or, 3.9 (Miscellaneous), each Stockholder may Transfer Shares pursuant to and in accordance with the terms of a Compliant Change of Control Transaction, and the Televisa Investor may Transfer any or all of their Shares pursuant to and in accordance with the Change of Control Procedures.

  • In the event of any dispute between or among the parties to this Agreement relating to or arising out of the Televisa Investors’ rights and obligations in the event of either a Sponsor Sale or a Merger Exit as set forth in Section 4.7 or 4.8 (collectively, the “Change of Control Procedures”) or whether a Change of Control is a Compliant Change of Control Transaction, the terms of this Section 4.9 shall apply.

  • For the avoidance of doubt, no Change of Control that is not subject to Section 4.7 or 4.8 or is not a Compliant Change of Control Transaction may be effectuated; it being understood that any disputes regarding compliance with such sections shall be subject to Section 4.9.

  • For the avoidance of doubt, Televisa’s and its Affiliates’ rights to the Televisa Liquidation Preference Amount shall terminate upon the earlier to occur of a Qualified Public Offering or a Compliant Change of Control Transaction.

Related to Compliant Change of Control Transaction

  • 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.

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

  • 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).]

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

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

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

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

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

  • 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 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.

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • 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:

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

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

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

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

  • 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.

  • 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.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

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

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • 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.