Purchaser Change of Control means any business consolidation, amalgamation, arrangement, merger, redemption, compulsory acquisition or similar transaction pursuant to which 100% of the shares or all or substantially all of the assets of the Purchaser are transferred, sold or conveyed, directly or indirectly, to any other Person or group of Persons, acting jointly or in concert.
Purchaser Change of Control means: (a) the merger or consolidation of Purchaser (or its ultimate parent) with any Third Party, unless upon completion of the merger or consolidation the Persons who were owners of Purchaser (or its ultimate parent) immediately prior to such merger or consolidation will have more than 50% of the voting control (including, without limitation, the right to appoint or elect more than 50% of the governing body) of the surviving entity of such merger or consolidation; (b) the sale or transfer, directly or indirectly, of 50% or more ownership interests of Purchaser (or its ultimate parent) to one or more Third Parties, whether by one or more transfers within any 12 month period that results in a transfer of 50% or more of the voting control of Purchaser (or its ultimate parent); (c) the sale or transfer, directly or indirectly, of all or substantially all of the assets of Purchaser (individually or on a consolidated basis) to one or more Third Parties, whether by one or more transfers within any 6 month period that results in a transfer of all or substantially all of the assets of Purchaser (individually or on a consolidated basis); or (d) any ownership investment in Purchaser (or its ultimate parent) by a Third Party that gives the Third Party the power to elect 50% of the governing body of Purchaser.
Purchaser Change of Control means (a) the consummation of a merger or consolidation of Purchaser (or its parent entity, if applicable) with or into another entity (except a merger or consolidation in which the holders of equity interests of Purchaser (or its parent entity, if applicable) immediately prior to such merger or consolidation continue to hold more than 50% of the outstanding voting equity interests of the surviving or resulting entity (or its parent entity) immediately after such transaction), (b) the transfer (whether by merger, consolidation or otherwise), directly or indirectly, in one transaction or a series of related transactions, to a Person or group of affiliated Persons, of equity interests of Purchaser if, after such transfer, such Person or group of affiliated Persons would be deemed an Affiliate of Purchaser (or any surviving entity (or its parent entity), if applicable), or (c) the sale of all or substantially all of the assets of Purchaser or the transfer of all or substantially all of the rights to all of the Products to a Third Party or Third Parties in one transaction or a series of related transactions, or the sale of a majority of the consolidated assets of Purchaser’s parent entity, taken as a whole (if applicable).
Examples of Purchaser Change of Control in a sentence
The Taurus Option(s) held by the Employee shall immediately vest upon a Purchaser Change of Control.
The Series A Purchase Agreement Purchasers may not transfer their preemptive rights under this Section 5.5(c) (on behalf of itself and/or its Affiliates) (other than to its Affiliates), and each Series A Purchase Agreement Purchaser, and its Affiliates and Affiliate transferees, shall no longer have preemptive rights under this Section 5.5(c) after the occurrence of a Series A Purchaser Change of Control with respect to such Series A Purchase Agreement Purchaser.
For the avoidance of doubt, any adjustments pursuant to this Section 2.15 shall apply sequentially to each Purchaser Change of Control that occurs during the Interim Period.
For the purposes of this Section 2.14 the term “Purchaser Shares” shall, following a Purchaser Change of Control, be deemed to include any securities that are included in any Alternate Consideration.
Upon the consummation of a Purchaser Change of Control, all Monthly Payments that remain unpaid on the date of such Purchaser Change of Control shall accelerate and become immediately due and payable, and all such Monthly Payments shall be paid at or prior to the consummation of such Purchaser Change of Control (the “Change of Control Payment”).
More Definitions of Purchaser Change of Control
Purchaser Change of Control means a Change of Control of Purchaser.
Purchaser Change of Control means (i) the acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of “Beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty-one percent (51%) or more of the combined voting power of Purchaser’s then outstanding voting securities (the “Voting Securities”), provided that for purposes of this clause (i) Voting Securities acquired directly from Purchaser by any Person shall be excluded from the determination of such Person’s Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (ii) entry by Purchaser into an agreement that provides for a merger, reorganization or consolidation involving Purchaser if the shareholders of Purchaser immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of Purchaser resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation; or (iii) approval by the shareholders of Purchaser of an agreement for the sale or other disposition of all or substantially all of the assets of approval by the shareholders of Purchaser of an agreement for the sale or other disposition of all or substantially all of the assets of Purchaser. For the purposes of this definition, a merger, reorganization, consolidation or change of control of Parent shall also be a Purchaser Change of Control. Purchaser Disclosure Schedules shall have the meaning specified in Article VII. Purchaser Indemnified Parties shall have the meaning specified in Section 13.2.1 Qualifying Retirement shall mean any termination of service solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement as determined by Parent. Real Property Lease shall have the meaning set forth in Section 6.18. Records shall have the meaning set forth in Section 2.1.8. Regulatory Approval shall mean the Seller Approvals and the Purchaser Approvals Regulatory Agency means a Governmental Authority or an SRO to which Seller or Purchase...
Purchaser Change of Control means any of the following (or any combination of the following) whether arising from any single transaction event or series of related transactions or events that, individually or in the aggregate, result in: (i) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving the Purchaser or any of the Purchaser’s Subsidiaries, where the result is the direct or indirect, formal or beneficial consummation of any other transaction referenced in this Section 11.1.70; (ii) any sale, lease, exchange, transfer or other disposition of 50% or more of the consolidated assets of the Purchaser or any of the Purchaser’s Subsidiaries; (iii) any issuance, sale or other disposition of 50% or more of the total outstanding voting power of the Purchaser or any of the Purchaser’s Subsidiaries; (iv) any transaction, including a tender offer or exchange offer, that, if consummated, would result in any Person (or the stockholders of any Person) acquiring, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership of, 35% or more of the total outstanding voting power of the Purchaser or any of the Purchaser’s Subsidiaries (except for transfers of the Purchaser Shares in accordance herewith); (v) any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of sufficient voting power of the Purchaser ordinarily entitled to vote in the election of directors, empowering such Person to elect a majority of the members of the Board of the Purchaser, who did not have such power before such transaction or as a result of the transactions contemplated herein and except for transfers of the Purchaser Shares in accordance herewith; or (vi) the sale, transfer or other disposition of all or substantially all assets of the Purchaser.
Purchaser Change of Control means (i) the acquisition of equity securities of Purchaser by a Person, directly or indirectly, by means of any transaction or series of related transactions other than a transaction or series of transactions in which the holders of the voting securities of Purchaser outstanding immediately prior to such transactions continue to retain (either by such voting securities remaining outstanding, by such voting securities being converted into voting securities of the surviving entity or otherwise), directly or indirectly, more than fifty percent (50%) of the total voting power of Purchaser or such surviving entity outstanding immediately after such transaction or series of transactions; (ii) acquisition of beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the voting securities of Purchaser by a person or “group” (within the meaning of Section 13(d) of the Exchange Act) other than the beneficial owner of voting securities of Purchaser as of immediately prior to the Closing, or (iii) a sale, transfer or disposition, directly or indirectly, of all or substantially all, of the assets of Purchaser; provided that, in each case, any transactions required by the Financing Arrangements upon enforcement thereof or in respect of a Corporate Reorganization shall not be deemed a
Purchaser Change of Control means any of the following events: (i) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of all classes of capital stock then outstanding of Purchaser normally entitled to vote in elections of directors ("Voting Stock"); (ii) Purchaser consolidates with or merges into another corporation or entity, or conveys, transfers or leases all or substantially all of its assets 98 104 to any person, or any corporation or entity consolidates with or merges into Purchaser, in either event pursuant to a transaction in which the outstanding Voting Stock of Purchaser is changed into or exchanged for cash, securities or other property; or (iii) during the Interim Period, individuals who at the beginning of the Interim Period constituted the Board of Directors of Purchaser (together with any new directors whose election by such Board or whose nomination for election by the shareholders of Purchaser was approved by a vote of 66 2/3% of the directors then still in office who were either directors at such time or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Purchaser then in office. Notwithstanding the foregoing, no transaction referred to in the preceding sentence shall constitute a "Purchaser Change of Control" if such transaction involves only Purchaser or any of its wholly-owned Subsidiaries as of September 1, 1996, on the one hand, and employees (as a group) or any one or more employee stock ownership plans or employee benefit plans of Purchaser or any of such Subsidiaries, on the other hand.
Purchaser Change of Control means more than thirty percent (30%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) of Purchaser becomes owned or controlled, directly or indirectly, by any person (as such term is used in section 13(d) and section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the
Purchaser Change of Control means any direct and/or indirect (i) a reorganization, merger, consolidation, stock sale or other corporate transaction involving the Purchaser or its parent entity, in each case, with respect to which the stockholders of the Purchaser immediately prior to such transaction do not, immediately after the transaction, own more than fifty percent (50%) of the combined voting power of the Purchaser (or its parent entity) or the entity resulting from such transaction, excluding any transaction between Affiliates of the Purchaser or its parent entity after which Parent remains the ultimate beneficial owner of more than fifty percent (50%) of the combined voting power of the Purchaser or the entity resulting from such transaction; or (ii) a sale, liquidation or distribution of all or substantially all of the assets of the Purchaser; provided, however, nothing in this definition of “Purchaser Change of Control” shall permit and/or otherwise authorize any transaction relating to the Business and/or the Purchased Assets otherwise restricted and/or prohibited elsewhere in this Agreement or elsewhere.