Proposed Change in Control definition

Proposed Change in Control is defined in Section 2.2(d)(iii).
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Proposed Change in Control means an event that will result in a Change in Control if consummated and that is evidenced by either of the following: (a) the Company’s entry into a letter of intent or (b) the commencement of a tender offer.
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Proposed Change in Control means (1) a tender offer by any person or entity, other than the Company or a Company subsidiary, to acquire securities representing 40 percent or more of the voting power of the Company or (2) the submission to the Company's shareholders for approval of a transaction involving the sale of all or substantially all of the assets of the Company or a merger of the Company with or into another corporation.
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Examples of Proposed Change in Control in a sentence

  • Lisa Maiuro, An Evaluation of the Proposed Change in Control of St. Mary Medical Center, MAIURO HEALTH CARE CONSULTING, 121 (Nov.

  • Further information and updates for users are planned as part of the transition process.

  • It is essential therefore that, given that we are a small and specialised College, our strategy is:• supported by a careful evaluation and monitoring process (see sections 2.3.2 and 2.7 below)• enhanced by increased collaborative working (see section 2.6 below)• aligned with our wider policies (see section 2.8 below).

  • The dissolved oxygen correlates directly to the methanol consumption, which occurred faster when xoxFGJ was expressed (2.7 h) relative to the mutant strain containing pCM80 (4.1 h).

  • On March 23, 2018, Cameron LNG filed a Statement of Proposed Change in Control, indicating that ENGIE S.A.’s interest in Cameron LNG would be transferred to Total S.A. See Statement of Proposed Change in Control of Cameron LNG, LLC, FE Docket Nos.

  • Validity refers to the extent to which questions in an instrument accurately measure the variables therein (Ochieng, 2009), while reliability refers to the degree to which a set of variables are consistent with what they are intended to measure (Mugenda&Mugenda, 2003).

  • OFFICE OF THE ATTORNEY GEN., An Evaluation of the Proposed Change in Control of St. Mary Medical Center (Nov.11, 2021), https://oag.ca.gov/system/files/media/smmc-impact-report-2021- redacted.pdf; CAL.

  • On the 21 December 2020, URCA issued a Public Notice of Proposed Change in Control of the Licensee and sought comments and representations on the proposed Change in Control application from interested parties and the public, including competitors and customers of the Parties.

  • In accordance with its statutory duty, on February 9, 2011, URCA published a request for comments from interested parties; URCA has reviewed and commented upon all representations that were submitted prior to the deadline set out in the Notice of Proposed Change in Control of the Licensee.

  • Regarding the Share Transfer of the Controlling Shareholder Approved by Gansu Government ASMC and Proposed Change in Control of the Company”, delete “The share transfer can be proceeded at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited subject to the fulfillment of obtaining the compliance confirmation from The Shenzhen Stock Exchange.”: Before corrections: 3.


More Definitions of Proposed Change in Control

Proposed Change in Control means: --------------------------
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Related to Proposed Change in Control

  • 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.

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

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

  • Proposed Change has the meaning assigned to such term in Section 9.02(c).

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

  • 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.

  • 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”).

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

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

  • 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 in Control Event means any of the following:

  • 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 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 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.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • 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.

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

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Control Transaction means any of the following transactions or any combination thereof:

  • 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 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(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 16.20(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).

  • 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).

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Control Event Defined. “Control Event” means:

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

  • 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.