Material Change in Control definition

Material Change in Control. The meaning set forth in Section 5.1(c) hereof.
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Material Change in Control means: (i) a change in the ownership of voting equity securities of the Company resulting in any person or entity, directly or indirectly, becoming the beneficial owner of voting equity securities of the Company in excess of twenty-five percent (25.0%) of the outstanding voting equity securities of the Company or any transaction or agreement with any person resulting in the right to acquire such voting securities; (ii) any direct or indirect sale or transfer of substantially all of the assets of the Company; or (iii) a determination and declaration by the board of directors of the Company that a change of control of the Company has occurred, irrespective of the occurrence of any of the events described in subsection (i) or (ii).
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Material Change in Control means the acquisition of the Company by a third party of greater than fifty (50) percent of the Class B shares of the Company. In the event your employment with Xxxxxxxx is terminated by Xxxxxxxx in your first year of employment with Xxxxxxxx for reasons other than cause, as cause may be determined by the Board of Directors of the Company, the Company agrees that:
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Examples of Material Change in Control in a sentence

  • This Agreement may be terminated early by Seller if there occurs during the Initial Term, or during any Renewal Term, a Material Change in Control.


More Definitions of Material Change in Control

Material Change in Control means the occurrence of any one or more of the following (i) when a person or entity, or more than one person or entity acting as a group, acquires at least 50.1% of the equity ownership of Seller (whether in a single transaction or a series of related transactions), or (ii) Seller sells or transfers all or any material portion of its assets (whether in a single transaction or a series of related transactions), excluding assets in the ordinary course of business, or (iii) any merger, reorganization, business combination, recapitalization or consolidation, if, as a result thereof, a person or entity, or more than one person or entity acting as a group, acquires at least 50.1% of the equity ownership of Seller or any other entity that is the surviving entity in such merger, recapitalization or consolidation.
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Material Change in Control. The meaning set forth in Section 5.1(c) hereof. Member. An initial Member as listed in Section 1.4, and any other Person subsequently admitted to the Company as an Additional Member or Substitute Member in accordance with the terms of this Agreement.
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Related to Material Change in Control

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

  • Potential Change of Control means the date as of which (1) the Company enters into an agreement the consummation of which, or the approval by shareholders of which, would constitute a Change of Control; (ii) proxies for the election of Directors of the Company are solicited by anyone other than the Company; (iii) any person (including, but not limited to, any individual, partnership, joint venture, corporation, association or trust) publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change of Control; or (iv) any other event occurs which is deemed to be a Potential Change of Control by the Board and the Board adopts a resolution to the effect that a Potential Change of Control has occurred.

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

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

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

  • 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”).

  • 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 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 Event means any of the following:

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

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

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

  • Control Event Defined. “Control Event” means:

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

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

  • Material Change means a change that an average, careful investor would want to know about before making an investment decision. If a material change occurs afler you make an investment commitment but before the ORering closes, then the Company will notify you and ask whether you want to invest anyway. If you do not affirmatively choose to invest, then your commitment will be cancelled, your funds will be returned to you, and you will not receive any securities.