Parent Change of Control Event definition

Parent Change of Control Event means (i) any Person or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) shall either (A) acquire beneficial ownership of more than 50% of any outstanding class of common stock of the Parent having ordinary voting power in the election of directors of the Parent or (B) obtain the power (whether or not exercised) to elect a majority of the Parent’s directors or (ii) the Board of Directors of the Parent shall not consist of a majority of “Continuing Directors” (as such term is defined in the Parent Credit Agreement, as in effect on March 30, 2007).
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Parent Change of Control Event has the meaning set forth in the Product Purchase Agreement.
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Parent Change of Control Event means (a) any Person (other than Parent’s Affiliates and Sellers, Members or their Affiliates as of the date hereof) shall become the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the voting equity securities of Parent on a fully-diluted basis; or (b) any merger or consolidation to which Parent is a party in which Parent is not the continuing or surviving corporation or pursuant to which Parent’s Common Stock would be converted into cash, securities, and/or other property, other than a merger of Parent in which holders of Parent’s Common Stock immediately prior to the merger have either the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before or have a majority of the combined voting power of the surviving corporation.
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Examples of Parent Change of Control Event in a sentence

  • U.S. Bancorp enters into an agreement in principle or a definitive agreement relating to a Parent Change of Control Event described in (b)(i), (b)(ii), (b)(iii) or (b)(iv) above that ultimately results in such a Parent Change of Control Event or a tender or exchange offer or proxy contest is commenced which ultimately results in a Parent Change of Control Event described in (b)(i) or (b)(ii) above.

  • Notwithstanding the foregoing, however, the Participant shall not forfeit any benefits if his/her employment terminates (whether voluntarily or involuntarily) at any time after an Employer Change of Control Event (as defined below) or a Parent Change of Control Event (as defined below).


More Definitions of Parent Change of Control Event

Parent Change of Control Event means a Parent Change of Control and a Rating Decline.
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Related to Parent Change of Control 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 means the occurrence of any of the following:

  • Control Event Defined. “Control Event” means:

  • Change in Control Event means any of the following:

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

  • 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 Notes and the Securities issued together with the Notes), (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 Date means the date on which a Change of Control occurs.

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

  • 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”).

  • 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.

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

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • 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 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.