Impermissible Change in Control definition

Impermissible Change in Control means at any time, any ------------------------------- Person or group of Persons acting in concert, which are unacceptable to the Majority Lenders other than lenders under the Pre-Petition Credit Agreement holding debt thereunder as of the Commencement Date, have obtained control of more than 20% of the issued and outstanding shares of capital stock of the Borrower having the power to elect a majority of directors of the Borrower.
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Impermissible Change in Control means at any time, -------------------------------
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Impermissible Change in Control means at any time,
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Examples of Impermissible Change in Control in a sentence

  • If [***] consents to the Impermissible Change in Control, then the remainder of this Section 19.6 shall not apply.


More Definitions of Impermissible Change in Control

Impermissible Change in Control means a Change in Control following which [***] is directly or indirectly owned or controlled by an Impermissible Shareholder.
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Impermissible Change in Control means the person or persons (including their Affiliates) to whom legal or beneficial ownership of the stock of, or a substantial portion of the assets of, Administrator, is being transferred, sold or otherwise conveyed, is or are directly or indirectly: (i) engaged in marketing, distributing, assuming the risks associated with, or servicing, financial services or products similar to those then offered by Customer or its Affiliates; or (ii) Computer Associates, PDMA, AIG, Fiserv, Computer Science Corporation or IBM, including, with respect to the persons referred to in (i) or (ii), any Affiliates of or successors to the foregoing. Provided, however, for purposes of (i) above, if Administrator is at the time of such Change in Control an Affiliate of Customer, the financial services then offered by Administrator shall not be included in the financial services and products offered by Customer and its Affiliates.
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Impermissible Change in Control means the occurrence of any of the following, in each case without the prior written consent of the Majority Banks:
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Impermissible Change in Control in Section 1.1 of the Credit Agreement is hereby amended to state in its entirety as follows:
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Impermissible Change in Control means a Change in Control following which [***] is directly or indirectlyowned or controlled by an Impermissible Shareholder. “Impermissible Shareholder” shall mean:
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Impermissible Change in Control means at any time, any Person or group of Persons acting in concert, which are unacceptable to the Required Banks, have obtained control of more than 20% of the issued and outstanding shares of capital stock of the Borrower having the power to elect a majority of directors of the Borrower.
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Related to Impermissible Change in Control

  • Change in Control Event means any of the following:

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • 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.

  • 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.

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

  • Control Event Defined. “Control Event” means:

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

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

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

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

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • 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.

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

  • 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 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(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 18.15(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).

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Company’s internal controls over financial reporting, in each case as described in the Securities Laws.

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

  • Change in condition means a change in physical condition of the employee as well as any change

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

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • 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.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • Change in Status means any of the events described below, as well as any other events included under subsequent changes to Code section 125 or regulations issued thereunder, which the Plan Administrator, in its sole discretion and on a uniform and consistent basis, determines are permitted under IRS regulations and under this Plan:

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.