Parent Change of Control Transaction definition

Parent Change of Control Transaction means, with respect to Leopard Parent or Dragon Parent, (i) a transaction whereby any Person or group would acquire, directly or indirectly, voting securities representing more than 50% of the total voting power of such Person; or (ii) a merger, consolidation, recapitalization or reorganization of such Person.
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Parent Change of Control Transaction means (i) any merger or consolidation in which Parent is a constituent party and, as a result of such merger or consolidation: (A) all of the capital stock of Parent is converted into or exchanged for cash or securities of the surviving entity in such merger or consolidation or other property and (B) the stockholders of Parent as of immediately prior to such merger or consolidation hold less than a majority of the capital stock of the surviving entity in such merger or consolidation; (ii) the sale by Parent of all or substantially all the assets of Parent and its subsidiaries taken as a whole; or (iii) a transfer by the stockholders Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. of Parent of all of the capital stock of Parent to a single Person or a group of related Persons in exchange for cash, securities of another Person or other property.
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Parent Change of Control Transaction means a “spin-off” transaction or sale to third parties in which Holdings ceases to be a wholly-owned Subsidiary of the Parent.
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Examples of Parent Change of Control Transaction in a sentence

  • Such payment, if any, shall be made not later than two (2) business days after the consummation of such Parent Change of Control Transaction.

  • The Company has made available to Parent (A) copies of all material agreements with Israeli human resource contractors or with Israeli consultants, sub-contractors, or freelancers, and (B) copies of material manuals and material written policies relating to the employment of Israeli Employees.


More Definitions of Parent Change of Control Transaction

Parent Change of Control Transaction means a “spin-off” transaction or sale to third parties in which Holdings ceases to be a wholly- owned Subsidiary of the Parent.
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Related to Parent Change of Control Transaction

  • 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 means the occurrence of any of the following:

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

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

  • 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.