Surviving Corporation Change of Control definition

Surviving Corporation Change of Control means each of the following events: (a) the acquisition of the Surviving Corporation by another Person (or group of Persons), other than a Subsidiary or Subsidiaries of Parent, by means of any transaction or series of related transactions (including, without limitation, any equity acquisition, reorganization, tender offer, merger or consolidation) other than a transaction or series of related transactions in which the holder(s) of the voting securities of the Surviving Corporation outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of the voting securities of the Surviving Corporation held by such holder(s) prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Surviving Corporation or such other surviving or resulting entity, as applicable (or if the Surviving Corporation or such other surviving or resulting entity is a wholly owned Subsidiary immediately following such acquisition, its parent); or (b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Surviving Corporation by means of any transaction or series of related transactions, except where such sale, lease, exclusive license or other disposition is to a wholly owned Subsidiary of the Surviving Corporation (any such event as referenced in this clause (b), a “Surviving Corporation Asset Sale”).
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Surviving Corporation Change of Control means any sale of voting securities or sale of assets (whether by sale, merger, consolidation, share exchange, or otherwise in one transaction or a series of transactions) of Surviving Corporation that results in any third party (other than a direct or indirect subsidiary of Parent) becoming the owner of securities of the Surviving Corporation representing over fifty percent (50%) of the combined voting power of Surviving Corporation’s then outstanding securities or all or substantially all of Surviving Corporation’s assets.
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Surviving Corporation Change of Control means a merger, consolidation or other transfer of equity securities such that the Surviving Corporation is no longer directly or indirectly controlled by or under common control with Parent, or a sale of all or substantially all of the assets of the Surviving Corporation, excluding, however, a merger or consolidation of the Surviving Corporation with and into Parent or another Subsidiary of Parent, or the transfer of assets of the Surviving Corporation to Parent or another Subsidiary of Parent.
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Examples of Surviving Corporation Change of Control in a sentence

  • The Deferred Merger Consideration shall become immediately due and payable upon the Insolvency of Parent, a Parent Change of Control or a Surviving Corporation Change of Control.

Related to Surviving Corporation Change of Control

  • Company Change of Control means any of the following events:

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • 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.

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

  • Merger has the meaning set forth in the Recitals.

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

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

  • Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Effective Time has the meaning set forth in Section 2.2.

  • 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.

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

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Surviving Entity has the meaning set forth in Section 2.1.

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

  • Surviving Company has the meaning set forth in Section 2.1.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Amalgamating Corporations means both of them;

  • Acquiring Corporation means (i) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or surviving person, and (iii) the transferee of all or substantially all of Issuer's assets.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • First Effective Time has the meaning specified in Section 2.02.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]