Specified Change in Control definition

Specified Change in Control a “Change in Control” (or any other defined term having a similar purpose) as defined in any indenture governing the Pari Passu Indebtedness.

Specified Change in Control a “change in control” or “fundamental change” (or any other defined term having a similar purpose), as defined in any indenture or other instrument governing any Convertible Securities.

Specified Change in Control means (i) a Corporate Event in which the stockholders of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, at least 25% of the Voting Power of (x) in the case of a merger or consolidation, the surviving or resulting corporation, (y) in the case of a share exchange, the acquiring corporation or (z) in the case of a division or a sale or other disposition of assets, the surviving, resulting or acquiring corporations which, immediately following the relevant Corporate Event, hold more than one-half of the gross fair market value of the consolidated assets of the Company immediately prior to such Corporate Event; or (ii) the direct or indirect acquisition by any person (within the meaning of Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including any group (within the meaning of Rule 13d-5(b) under the Exchange Act), but excluding any of the Company, any Subsidiary or any employee benefit plan sponsored or maintained by the Company or any Subsidiary, of “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 75% or more of the combined Voting Power of the Company’s securities; in each case which is (x) a Change in Control and (y) a “change in control” within the meaning of Section 409A of the Code.

Examples of Specified Change in Control in a sentence

• Any Specified CIC Severance Pay will be paid in one lump sum within fourteen (14) business days following the Specified Change in Control.

• Customer may terminate this Agreement in its sole and absolute discretion upon written notice given to Twist not later than [***] after the receipt of such Specified Change in Control Notice.

• Twist shall provide Customer [***] prior written notice (a “Specified Change in Control Notice”) of any Specified Change in Control (as defined below).

• The Company shall not be liable to indemnify Covered Person under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Specified Change in Control has occurred, the Company shall be liable for indemnification of Covered Person for amounts paid in settlement if the Independent Counsel has approved the settlement.

• The Company shall not be liable to indemnify Covered Person under this Deed or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Specified Change in Control has occurred, the Company shall be liable for indemnification of Covered Person for amounts paid in settlement if the Independent Counsel has approved the settlement.

More Definitions of Specified Change in Control

Specified Change in Control means a “Change of Control”, or like event, if any, as defined in the Senior Note Indenture.

Specified Change in Control means a “Change in Control” or “Change of Control” (or any other defined term having a similar purpose or meaning) as defined in any First Lien Loan Document.

Specified Change in Control means a “Change of Control”, or like event, if any, as defined in the agreements governing any Specified Indebtedness.

Specified Change in Control means (x) the acquisition of the Company by another entity by means of any transaction to which the Company is a party (including, without limitation, any merger or consolidation) that contemplates an enterprise value of the Company of less than $75 million, or (y) a sale of all or substantially all of the assets of the Company for an aggregate purchase price of less than $75 million (including, for purposes of this section, the sale or exclusive license of intellectual property rights which, in the aggregate, constitutes substantially all of the corporation’s material intellectual property assets).

Specified Change in Control means the consummation of a merger or sale of Twist or of substantially all of the assets of Twist to which this Agreement applies, in each case, with or to a Specified Party or an Affiliate thereof; provided, that a Specified Change in Control shall not include any bona fide investment transaction, in which Twist issues shares of its capital stock to the investor(s) participating in such bona fide investment transaction, and (ii) “Specified Party” [***]

Specified Change in Control means a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Notes Indentures.

Specified Change in Control means the consummation of the transactions contemplated by the Business Combination Agreement, dated as of July 29, 2019, by and among the Company, Pfizer Inc., Upjohn Inc. and the other parties thereto.