Service Provider Change of Control definition

Service Provider Change of Control means a merger or consolidation (other than with a subsidiary of Service Provider) in which Service Provider is not the surviving entity, or the sale of substantially all the assets of Service Provider, or a sale or other transaction or series of related transactions in which more than [*****] of the outstanding common stock or general voting securities (other than the sale of securities in any public offering) of Service Provider (or the common stock or general voting securities of the new parent entity of Service Provider) immediately after such sale or other transaction or series of related transactions is not owned by the persons or entities who, immediately prior to such sale or other transaction or series of related transactions, owned one-hundred percent (100%) of the common stock or general voting securities of Service Provider.
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Service Provider Change of Control means any transaction or series of related transactions pursuant to which (i) a Person (alone or together with its Affiliates) that prior to the consummation of such transaction or transactions does not have the authority to appoint a majority of the Board of Directors of Renalytix AI plc obtains the power (alone or together with its Affiliates) to appoint a majority of the board of directors of Renalytix AI plc or (ii) any Person (alone or together with its Affiliates) other than Renalytix AI plc obtains the authority to appoint the majority of the board of directors of Service Provider. In connection with any transaction or series of related transactions described in (i) of this definition, the Person obtaining the power to appoint the majority of the board of directors of Renalytix AI plc is referred to as the “Acquiring Party,” and, in connection with any transaction or series of related transactions described in (ii) of this definition, the Person who obtains the authority to appoint a majority of the board of directors of Service Provider is referred to as the “Acquiring Party.”
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Service Provider Change of Control means a change in the direct or indirect (i) beneficial ownership of more than fifty percent (50%) of the combined voting power of the Service Provider’s then outstanding equity interests, or (ii) power to direct or control the management policies of the Service Provider, whether through the ownership of beneficial equity interests, common directors or officers, by contract or otherwise. Service Provider Change of Control shall not include (A) public offerings of the equity interests of the Service Provider, or (B) any assignment of this Agreement by the Service Provider as permitted hereby and in accordance with the terms hereof.
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Examples of Service Provider Change of Control in a sentence

  • Service Provider shall promptly notify Novation of the effectiveness of any Service Provider Change of Control.

  • In the event Novation has not previously consented to a Service Provider Change of Control, Novation shall have the right to terminate this Agreement effective on the date specified in Novation’s notice of termination, in the event of receipt of any such notice from Service Provider of a Service Provider Change of Control, or upon the effectiveness of any Service Provider Change of Control or thereafter in the event no notice is given in accordance herewith.

  • In the event Novation has not previously consented to a Service Provider Change of Control, Novation shall have the right to terminate this Agreement effective on the date specified in Novation's notice of termination, in the event of receipt of any such notice from Service Provider of a Service Provider Change of Control, or upon the effectiveness of any Service Provider Change of Control or thereafter in the event no notice is given in accordance herewith.

  • The Company shall the have right to terminate this Agreement by notice to Service Provider if a Service Provider Change of Control occurs and the Person that (alone or together with its Affiliates) is the Acquiring Party is a Direct MSHS Competitor.

Related to Service Provider Change of Control

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

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

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

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

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

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

  • 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.

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

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

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • 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 of the Company means the occurrence of any of the following events:

  • 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.

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Company Termination Event means any of the following:

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

  • 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.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • 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.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • 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.

  • Service Period has the meaning given to it in Framework Schedule 4 (Template Order Form and Template Call Off Terms) as refined by a Contracting Body in a Call Off Agreement between that Contracting Body and the Supplier;