Control Transaction definition

Control Transaction means any of the following transactions or any combination thereof: (a) any tender offer for or acquisition of capital stock of Sunoco, Inc.; (b) any merger, consolidation, or sale of all or substantially all of the assets of Sunoco, Inc.; or (c) the submission of a nominee or nominees for the position of director of Sunoco, Inc. by a shareholder or a Group of shareholders in a proxy solicitation or otherwise.

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).]

Control Transaction has the meaning set forth in Section 8.02(b).

Examples of Control Transaction in a sentence

• A “Control Fee” will be paid in cash at closing of a Control Transaction and be equal to a “Xxxxxx Formula” as follows: 1% of any Aggregate Consideration above $4,000,000.

More Definitions of Control Transaction

Control Transaction means a change in control of the Company defined as a transfer of ownership of more than 50% of the outstanding shares of the Company’s stock.

Control Transaction is defined in section 6(d).

Control Transaction means (a) any tender offer for or acquisition of capital stock of the Company pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (b) any Corporate Change Merger of the Company; (c) any contested election of directors of the Company; or (d) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board. As used herein, “Group” means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. As used herein, “Common Stock” means the common stock of the Company, $.01 par value per share, or any stock or other securities hereafter issued or issuable in substitution or exchange for the Common Stock.

Control Transaction means (A) any tender offer for or acquisition of capital stock of Employer pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (B) any Corporate Change Merger of Employer; (C) any contested election of directors of Employer; or (D) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board of Directors of Employer. As used herein, “Group” means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, “Corporate Change” shall not include the Acquisition, the Offering or any public offering of equity of Employer pursuant to a registration that is effective under the Securities Act of 1933, as amended. As used herein, “Acquisition” and “Offering” shall have the same meaning given to those terms in the Rosetta Resources Inc. 2005 Long-Term Incentive Plan.

Control Transaction means any transaction that involves a (A) merger or consolidation or similar business combination involving the Company or a significant Subsidiary of the Company, (B) sale of all or substantially all of the assets of the Company or (C) sale or issuance of the Shares or other equity securities of the Company to a Person which, following the completion of such sale or issuance, will beneficially own the Shares or other equity securities of the Company representing a majority of the voting power with respect to the election of the directors of the Company.

Control Transaction means any transaction or series of transactions whereby the Company or a controlling interest in the Company is acquired by another Person (whether by purchase, merger, consolidation or sale of all or substantially all of the Company's consolidated assets). The Executive acknowledges and agrees that the consideration and benefits to be provided to the Executive under this Agreement have been bargained and negotiated in exchange for, and in consideration of, Executive's agreement to abide by the terms and provisions of this section 6 and section 7 (Confidentiality and Proprietary Information). The Executive acknowledges and agrees that all of the Executive's duties and obligations under this section 6 shall survive the expiration or termination of the Executive's employment with the Company, regardless of the causes therefor.

Control Transaction means any of the following: