Investor Change of Control definition

Investor Change of Control means AGHL (a) ceasing to beneficially own, directly or indirectly, through entities Controlled by AGHL, at least a majority of the voting power of the Investor, (b) no longer having the right to appoint a majority of the board of the Investor, or (c) otherwise losing the power to direct or control the management of the Investor;
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Investor Change of Control means AGHL (a) ceasing to beneficially own, directly or indirectly, through entities Controlled by AGHL, at least a majority of the voting power of the Investor, (b) no longer having the right to appoint a majority of the directors of the board of directors of the Investor, or (c) otherwise losing the power to direct or control the management of the Investor;
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Investor Change of Control means a transaction or series of related transactions that result(s) in (a) a Competitor (or group controlled by a Competitor) becoming the direct or indirect beneficial owner of a majority of the votes associated with the capital stock of Investor entitling it to elect a majority of the members of Investor’s board of directors; (b) any merger, reorganization, consolidation, business combination or other extraordinary transaction involving Investor or a parent entity of Investor with or into a Competitor, if, immediately after consummation of such transaction a Competitor (or group controlled by a Competitor) holds, directly or indirectly, a majority of the votes associated with the capital stock of Investor (or the successor entity to Investor surviving such transaction) (or of Investor’s (or such successor’s) ultimate parent entity if Investor (or such successor) is a Subsidiary of another entity) entitling it to elect a majority of the members of Investor’s (or such successor’s) board of directors or the board of directors (or similar managing body) of Investor’s (or such successor’s) ultimate parent entity if Investor (or such successor) is a Subsidiary of another entity; or (c) the direct or indirect sale of all or substantially all of Investor’s assets to a Competitor.
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Examples of Investor Change of Control in a sentence

  • In addition, upon the occurrence of an Investor Change of Control, Articles II, III and VII shall terminate and have no further force and effect.

  • In addition, (1) upon the occurrence of an Investor Change of Control, Article II and Investor’s right of first offer and tag-along right under Sections 3.1, 3.3 and 3.4 hereof shall terminate and have no further force and effect, and (2) upon the occurrence of a 1Verge Change of Control, 1Verge’s right of first offer under Sections 3.2 and 3.3 hereof shall terminate and have no further force and effect.

  • Notwithstanding anything to the contrary contained herein, a Lead Series A Investor Change of Control or a Lead Series B Investor Change of Control shall not constitute a Transfer.

  • During the period commencing on the date of the Closing and ending on the date of the first (1 st ) anniversary of the Closing (the “Lock-up Period”), the Investor shall not, directly or indirectly, sell, transfer or assign (including by Investor Change of Control) any of the Investor Shares, without the prior written consent of the Company, other than any sale, transfer or assignment of Investor Shares to a Permitted Transferee or a Shareholders Agreement Transferee.

  • During the period commencing on the date of the Closing and ending on the date of the first (1st) anniversary of the Closing (the “Lock-up Period”), the Investor shall not, directly or indirectly, sell, transfer or assign (including by Investor Change of Control) any of the Investor Shares, without the prior written consent of the Company, other than any sale, transfer or assignment of Investor Shares to a Permitted Transferee or a Shareholders Agreement Transferee.


More Definitions of Investor Change of Control

Investor Change of Control means any event or series of events after which Generate Capital, PBC (i) fails to own, directly or indirectly, at least a majority of the equity or economic interests of the Investor after the date of this Agreement, or (ii) fails to Control the Investor after the date of this Agreement.
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Investor Change of Control means, with respect to the Series A Investor, the consummation of any transaction or series of related transactions which, directly or indirectly, result in (a) equityholders of the Series A Investor as of the date hereof ceasing to own more than 50% of the outstanding equity interests of the Series A Investor or (b) the Persons controlling the Series A Investor as of the date hereof (together with the Affiliates thereof) cease to control the Series A Investor.
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Related to Investor Change of Control

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

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

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

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

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

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).