Subsequent Change of Control definition

Subsequent Change of Control means each Change of Control which occurs after the consummation of a transaction constituting a Change of Control."
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Subsequent Change of Control means a Change of Control that occurs after the Closing Date.
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Subsequent Change of Control means any of the following occurring after the Closing Date: (a) a merger or consolidation of Parent or any of its direct or indirect parents or any of their respective Subsidiaries into or with any other Person or Persons, or a sale of equity or ownership interests of Parent or any of its direct or indirect parents or any of their respective Subsidiaries to any Person or Persons, in a single transaction or a series of related transactions, which, in any case, results in the members, stockholders or owners of Parent, any of Parent’s direct or indirect parents or the Surviving Corporation immediately prior to such transaction or first of such series of related transactions possessing directly or indirectly less than a majority of the voting power of Parent’s or its direct or indirect parents’ or any of their respective Subsidiaries’ or any successor entity’s issued and outstanding equity securities or other ownership interests immediately after such transaction or series of such related transactions; or (b) a single transaction or series of transactions, pursuant to which a Person or Persons, acquire all or substantially all of the Surviving Corporation’s and its Subsidiaries’ assets determined on a consolidated basis.
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Examples of Subsequent Change of Control in a sentence

  • For the avoidance of doubt, each of such an Early Retirement, an Intermediate Retirement, or a Normal Retirement that occurs on or after a given Tranche Valuation Date is addressed in Section 3(c)(i)(y)(1) above, 3(c)(i)(z)(1) above, or Section 3(d) below, as applicable.(iii) Double Trigger — Subsequent Change of Control.

  • Payments may not be made beyond 20 years following the date of the Subsequent Change of Control.

  • Irrespective of any elections made by a Participant, subject to Section 7(b), the net amount credited to a Participant's Deferral Account will be paid out in a single lump sum upon a Subsequent Change of Control or a termination of the Plan.

  • If a Change of Control event described in Section 10(b)(iv) occurs and, within twelve (12) months following such Change of Control, a Change of Control event described in Section 10(b)(i) through Section 10(b)(iii) occurs (the “Subsequent Change of Control”), a termination of Executive’s employment with the Company also will be considered “in Connection with a Change of Control” if Executive’s employment is terminated within twelve (12) months following the Subsequent Change of Control.

  • Each Fund’s Amended & Restated Interim Agreement went into effect on the Subsequent Change of Control Date and were to remain in effect until (i) 150 days from the date of the Initial Change of Control or (ii) the date the Fund’s shareholders approve the Fund’s New Agreement, whichever occurs first.

  • The more tender the tissue, the more it will be damaged by alcohol.

  • The outbreak of the Novel Coronavirus (COVID 19) pandemic, including the government and public response to the challenges, continue to progress and rapidly evolve.

Related to Subsequent Change of Control

  • 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.

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

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

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

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • 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 of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

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

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

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

  • Control Transaction means any of the following transactions or any combination thereof:

  • 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.

  • 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.

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

  • 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.

  • 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 Conversion Date shall have the meaning provided in the Articles Supplementary.

  • 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 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.

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

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • 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 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.