First Change of Control definition

First Change of Control means, with respect to Licensee, the first to occur of any of the following events: (a) any Third Party (or group of Third Parties) acquires through one or a series of related transactions (that shall be aggregated for the purposes hereof), directly or indirectly, shares of Licensee representing either (i) at least a majority of the voting power (where voting refers to being entitled to vote for the election of directors) then outstanding of Licensee or (ii) at least a majority of the equity then outstanding of Licensee; (b) Licensee consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Third Party consolidates with or merges into Licensee, in either event pursuant to a transaction in which at least a majority of the voting power or at least a majority of the equity of the acquiring or resulting entity outstanding immediately after such consolidation or merger is not held by the holders of the outstanding voting power or equity of Licensee immediately preceding such consolidation or merger; (c) Licensee, through one or a series of related transactions (that shall be aggregated for the purposes hereof), conveys, transfers, licenses and/or leases all or substantially all of its assets to a Third Party; or (d) Licensee, through one or a series of related transactions (that shall be aggregated for the purpose hereof), conveys, assigns, transfers, licenses and/or leases, as applicable, this Agreement or all or substantially all of its rights granted under this Agreement to a Third Party. Notwithstanding anything to the contrary in this paragraph, the sale of equity securities by Licensee for capital raising purposes in a financing transaction shall not be deemed a First Change of Control and changes in the ownership of any stockholder of Licensee, or of ownership of any such stockholder, shall not be considered in making the determination of the occurrence of a First Change of Control. For purposes of Sections 3.4, 4.5, and 5.3(b), the consummation of a First Change of Control of Licensee shall cause permanently such expiration, termination or other effect for the Term, and no such provision shall be considered readjusted to its terms prior to such First Change of Control in the event of a subsequent transfer or assignment of this Agreement to a successor Licensee.
Sample 1Sample 2
First Change of Control means the first Change of Control to occur after the date of adoption of the Plan.
Sample 1Sample 2
First Change of Control means the first Change of Control to occur after the date of adoption of the Plan.2. The “Other Terms” section of the Plan is hereby amended by adding the following new sub-section, “Amendment; Termination”, after the sub-section entitled “Assignment; Rights of Parties” and before the sub-section entitled “GOVERNING LAW”:
Sample 1Sample 2

Examples of First Change of Control in a sentence

  • The rights of DKFZ and University of Tübingen set forth in this Section 3.4 shall terminate and be of no further force or effect immediately before the closing of the First Change of Control.

  • Notwithstanding the foregoing, Zai’s rights under Sections 5.4(b) and 5.4(c) shall terminate upon the First Change of Control of Zai if at such time Zai has not exercised the [***].

Related to First Change of Control

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

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

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

  • 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.

  • 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.

  • 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.

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

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • 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.

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

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

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

  • 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.

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

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

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

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

  • 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.

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

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

  • 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 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.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).