SpinCo Change of Control definition

SpinCo Change of Control means the first of the following events, if any, to occur following the Distribution Date:
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SpinCo Change of Control shall have the meaning set forth in Section 4.02(h).
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SpinCo Change of Control has the meaning set forth in Section 6.01(b).
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Examples of SpinCo Change of Control in a sentence

  • Without limiting the foregoing, with respect to provisions related to vesting of awards, a KAR Change of Control shall be treated as a SpinCo Change of Control for purposes of SpinCo Awards held by KAR Service Providers, and a SpinCo Change of Control shall be treated as a KAR Change of Control for purposes of KAR Awards held by SpinCo Service Providers.

  • Without limiting the foregoing, with respect to provisions related to vesting of awards (including lapse of performance conditions, if applicable), a YUM Change of Control will be treated as a SpinCo Change of Control for purposes of SpinCo Awards held by Retained Employees and YUM Former Employees, and a SpinCo Change of Control will be treated as a YUM Change of Control for purposes of Adjusted YUM Awards held by SpinCo Employees and SpinCo Former Employees.


More Definitions of SpinCo Change of Control

SpinCo Change of Control means any Person or “group” (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934) acquires, directly or indirectly (by operation of law or otherwise), (i) record or beneficial ownership of securities representing fifty percent (50%) or more of the voting power of SpinCo’s capital stock or other equity interests in SpinCo, (ii) the power to direct or cause the direction of the management or policies of SpinCo, whether through the ownership of voting securities, by Contract or otherwise, or (iii) assets comprising fifty percent (50%) or more of the consolidated assets of SpinCo, in each case of clauses (i) through (iii), by way of a merger, reorganization, consolidation transaction, spin-off, sale or other disposition of assets or equity interests or any other similar transaction.
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SpinCo Change of Control means the first of the following events, if any, to occur: (a) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended) acquires, directly or indirectly, voting securities representing more than fifty percent (50%) of the total voting power of SpinCo; (b) a merger, amalgamation, consolidation, recapitalization, reorganization or similar transaction involving SpinCo, unless securities representing more than fifty percent (50%) of the total voting power of the legal successor to SpinCo as a result of such merger, amalgamation, consolidation, recapitalization, reorganization or similar transaction are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned SpinCo’s outstanding voting securities immediately prior to such transaction; or (c) the sale of all or substantially all of the consolidated assets of the SpinCo Group. For the avoidance of doubt, no transaction contemplated by the Separation Agreement shall be considered a SpinCo Change of Control.
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Related to SpinCo Change of Control

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

  • 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 Debentures and the Securities issued together with the Debentures), (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.

  • 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 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.

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

  • 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.

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

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • 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.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Change in Control Period means the time period commencing three (3) months before the effective date of a Change in Control and ending on the date that is twelve (12) months after the effective date of a Change in Control.