Seller Change of Control means an event or series of events by which (i) [●] shall cease to own and control, of record and beneficially, directly or indirectly, more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Seller on a fully diluted basis (which for this purpose shall exclude all Equity Interests that have not yet vested), or (ii) [●] shall cease to have the ability to elect (either through share ownership or contractual voting rights) a majority of the board of directors or equivalent governing body of Seller.
Seller Change of Control means, in one or more related transactions, (a) the sale of all or substantially all the assets of Seller or SunOpta Inc.; (b) any merger, consolidation or acquisition of Seller or SunOpta Inc. with, by or into another Person; or (c) any change in the ownership of more than 50% of the voting capital stock of Seller or SunOpta Inc.
Seller Change of Control means: (a) any transaction or series of transactions, that would result in, directly or indirectly (i) the acquisition of Control of Seller or Home Point Capital Inc. by an unaffiliated third Person that did not Control such Person prior to such transaction(s) or (ii) any unaffiliated third Person owning or holding all or substantially all of the assets of such Party determined on a fair market value basis of the assets of such Party; or (b) a merger, consolidation, recapitalization or sale of equity interests of Seller or Home Point Capital Inc. with or to any unaffiliated third Person that results in such unaffiliated third Person Controlling Seller or Home Point Capital Inc. (or the surviving or resulting entity of such merger or consolidation), that did not Control Seller or Home Point Capital Inc., as applicable, prior to such merger, consolidation, recapitalization, sale or similar transaction. For purposes of this definition, “Control” (including, with correlative meanings, the terms “Controlling,” “Controlled by” or “under common Control with”), as used with respect to any Person at a given time means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by Contract or otherwise.
Examples of Seller Change of Control in a sentence
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Notwithstanding the foregoing and anything herein to the contrary, this Section 5.10 shall not apply in connection with, and following, a Seller Change of Control.
Furthermore, upon any breach of the covenants set forth in this Section 5.15, the Restricted Period will be extended for a length of time equivalent to the period of breach (but, with respect to Section 5.15(a), in no event beyond a Seller Change of Control).
Additionally, if Seller undergoes a Seller Change of Control during such Repurchase Period, Buyer shall have the option to require Seller to exercise the Repurchase Right in connection with the consummation of such Seller Change of Control.
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More Definitions of Seller Change of Control
Seller Change of Control means the time at which none of the Advent Investors nor any of their Affiliates collectively own in the aggregate, directly or indirectly, more than fifty percent (50%) of the Equity Interests of the Sellers (or any successor entities to the Mediq Holding B.V. business) which are then issued and outstanding.
Seller Change of Control means each of the following: (A) the acquisition, directly or indirectly, of all or substantially all of the securities, business, assets or undertakings of PLC or the Seller by way of: (i) the acquisition, directly or indirectly, of Control of PLC or the Seller; or (ii) an acquisition of all or substantially all of the Selling Group’s securities, assets, business or divisions, whether (a) by way of a purchase, acquisition or transfer of PLC’s, or any other member of the Selling Group’s, share capital, capital stock, debt securities, equity securities, equity-linked securities or other securities or otherwise; or (b) by way of merger, reverse takeover, consolidation, reorganization, joint venture, transfer, exchange, other strategic or business combination or otherwise; in each case by any third party or group of third parties acting together or in concert; and, in each case, aggregating any series of connected transactions; (B) the acquisition, directly or indirectly, of Control of any member or members of the Selling Group which together hold all or a substantial part of the Seller Licensed IPR, whether as a single transaction or a series of transactions, in circumstances where the Purchaser’s Group will no longer directly enjoy the benefit of the restrictions contained in clause 8; and (C) a transaction that involves the grant by members of the Selling Group of a license or the disposal by members of the Selling Group of a substantial part of the Seller Licensed IPR and which is substantially similar to the transaction effected by this Agreement; For the purpose of this definition, a transaction involving “a substantial part” of the Seller Licensed IPR is deemed to include, without limitation, any transaction or series of connected transactions whereby the value of the consideration received by the Selling Group in connection with that transaction or series of transactions exceeds or is equal to the value after the transaction or series of transactions of the Seller’s retained interest in the Seller Licensed IPR; [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
Seller Change of Control means the occurrence of any of the following events or circumstances, whether accomplished directly or indirectly, or in one or a series of related transactions:
Seller Change of Control means any transaction or series of related transactions (collectively, an “Ownership Change Event”) (i) that results in any Person becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), together with all Affiliates (as such term is defined in Rule 12b-2 of the Exchange Act) of such Person, of more than fifty percent (50%) of the then issued and outstanding voting stock or other voting equity or ownership interest of Seller, (ii) that results in the sale or other disposition of all or substantially all of Seller’s operating assets (excluding cash and cash equivalents) to another Person or Persons (other than any Affiliate of Seller or any Person or Persons fifty percent (50%) or more of the total combined voting power of which is directly or indirectly beneficially owned by the stockholders of Seller immediately before the Ownership Change Event in substantially the same proportion as their ownership of Seller’s voting stock immediately before the Ownership Change Event) or (iii) that results in the consolidation or merger of Seller with or into another Person or Persons wherein the stockholders of Seller immediately before the Ownership Change Event do not retain, immediately after the Ownership Change Event, in substantially the same proportions as their ownership of shares of Seller’s voting stock immediately before the Ownership Change Event, direct or indirect, beneficial ownership of at least fifty percent (50%) of the total combined voting power of the issued and outstanding voting stock or other voting equity or ownership interest of Seller or any successor by consolidation or merger.
Seller Change of Control any direct or indirect change in Control of Seller after the Closing Date (whether through merger, sale of shares and/or other equity interests, or otherwise), through a single transaction or series of related transactions, from one or more transferors to one or more transferees (other than any transfer to any Affiliates of Seller); provided that, a Seller Change of Control will be deemed not to have occurred if after such single transaction or series of related transactions Varde Partners, Inc. Controls Seller (whether as the owner of fifty percent (50%) or more of Seller’s voting rights or otherwise).
Seller Change of Control has the meaning provided in Section 5.4.
Seller Change of Control means, in one or more related transactions, (x) the sale of all or substantially all of the assets of any Selling Party or its Affiliate (including Parent); (y) any merger, consolidation or acquisition of any Selling Party or its Affiliate (including Parent) with, by or into another person; or (z) any change in the ownership of more than 50% of the voting capital stock of any Selling Party or its Affiliate (including Parent).