Potential Change in Control Event definition

Potential Change in Control Event means the earlier of (a) the date on which the Board (i) publicly recommends that the stockholders tender their shares to any Person who has publicly announced a tender or exchange offer which, if consummated, would result in an Acquisition Transaction, or (ii) fails to recommend that stockholders reject such an offer within ten (10) business days after the commencement of such tender or exchange offer or fails to make a “stop-look-and-listen” communication to the stockholders of the Company within such time period, (b) the execution by the Company of a definitive agreement which if consummated will result in an Acquisition Transaction, or (c) the public announcement by the Company that it recommends any transaction that, if consummated, would result in an Acquisition Transaction.
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Potential Change in Control Event means any one of the following events: (a) the commencement of a tender offer or exchange offer (as such terms are defined in the rules and regulations under the 34 Act) by any Person that would, if consummated, constitute a Change in Control Event involving the Company; (b) the solicitation of proxies by any Person for the purpose of effecting a Change in Control Event involving the Company; (c) the disclosure by the Company of any material non-public information to any Person for the purpose of assisting such Person in evaluating whether to effect a Change in Control Event involving the Company; (d) the commencement of substantive discussions or negotiations (involving more than the Company responding to inquiries) between the Company and any Person contemplating a Change in Control Event involving the Company; or (e) the agreement by the Company, whether or not in writing, to facilitate a Change in Control Event involving the Company. For purposes of the above, in no event shall the term "Person" include the Investor or any of its Affiliates.
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Potential Change in Control Event means the --------------------------------- occurrence of any one of the following:
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Examples of Potential Change in Control Event in a sentence

  • If no Change in Control or Potential Change in Control Event shall have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising [him][her] of the identity of the Independent Counsel so selected.

  • If a Change in Control or Potential Change in Control Event shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.

  • Each party shall promptly notify the other party of any Change in Control Event affecting the Company or the Investor, as the case may be, and the Company shall promptly notify the Investor of a Potential Change in Control Event of which it becomes actually aware.

  • The provisions in this Article XII shall not apply in the event of a Potential Change in Control Event, unless the activities defined in (a) or (b) of the definition of "Potential Change in Control Event" which gave rise to the Potential Change in Control Event are discontinued and remain so for one year without the occurrence of a Potential Change in Control Event.

  • If no Change in Control or Potential Change in Control Event shall have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected.

  • If a Change in Control or Potential Change in Control Event shall have occurred, the Independent Counsel shall be jointly selected by Indemnitee and all other indemnitees similarly situated (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.

  • Change in Control Retention Bonus Plan and any employment agreement providing for payments or benefits for an Eligible Executive upon or after a Potential Change in Control Event or Change in Control, and all such prior policies and communications shall be null and void on and after the Effective Date.

  • The payments and benefits described in this Plan, along with the associated terms for payment, constitute all of the Company’s and its Affiliates’ obligations to an Eligible Executive with respect to retention bonuses, retention payments, or similar compensation or remuneration or bonuses, payments, or similar compensation or remuneration upon or after a Potential Change in Control Event or Change in Control.

  • All outstanding options shall automatically become fully exercisable upon the occurrence of a Potential Change in Control Event.


More Definitions of Potential Change in Control Event

Potential Change in Control Event means any one of the following events: (a) the commencement of a tender offer or exchange offer (as such terms are defined in the rules and regulations under the 34 Act) by any Person that would, if consummated, constitute a Change in Control Event; (b) the solicitation of proxies by any Person for the purpose of effecting a Change in Control Event; (c) the disclosure by the Company of any material non-public information to any Person for the purpose of assisting such Person in evaluating whether to effect a Change in Control Event; (d) the commencement of substantive discussions or negotiations (involving more than the Company responding to inquiries) between the Company and any Person contemplating
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Related to Potential Change in Control Event

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

  • Change in Control Event means any of the following:

  • 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).

  • 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.

  • 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).

  • 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.

  • 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.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Control Event Defined. “Control Event” means:

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

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

  • 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 in Control Transaction 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.

  • 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.

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

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

  • 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).

  • 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).

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

  • 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 Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • 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.

  • 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.

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

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