Transfer of Control Transaction definition

Transfer of Control Transaction means the sale or exchange of shares of Common Stock constituting more than fifty percent (50%) of the total outstanding Common Stock, calculated on a fully diluted basis. For purposes of such calculation, all shares of Common Stock issuable upon the conversion, exercise or exchange of any securities of the Company shall be deemed to be outstanding.
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Transfer of Control Transaction means (i) a sale or other transfer of all or substantially all of the assets of Quinton Instrument Company or any xxxxxxxor (the "Operating Company") or the Holding Company; (ii) any merger, consolidation, refinancing, or recapitalization that changes the control of the Operating Company or Holding Company; (iii) one or more transfers of voting stock of the Holding Company which taken alone or together result in any entity (including any "group" within the meaning of Section 13d-5 of the Securities Exchange Act of 1934) other than WRH/QIC or any of the initial members of WRH/QIC (other than Zymed), directly, indirectly, beneficially or otherwise owning more than fifty percent (50%) of the outstanding voting stock of the Holding Company; or (iv) one or more transfers of membership interests in WRH/QIC (the "Units"), which taken alone or together result in any entity (including any "group") other than WRH/QIC or any of the initial members of WRH/QIC (other than Zymed), directly, indirectly, beneficially or otherwise owning more than fifty percent (50%) of the Units of WRH/QIC.
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Transfer of Control Transaction means (A) any sale or transfer of the Company’s Common Stock or the common stock of Silicon Mountain Holdings, Inc. (“Parent”) or any merger, consolidation, share exchange, or combination of the Company or Parent with or into another entity, which in each case results in the holders of the voting securities of the Company or Parent outstanding immediately prior thereto owning immediately thereafter less than a majority of the voting securities of the Company, Parent or the surviving entity, as the case may be, outstanding immediately after such sale, transfer, merger, consolidation share exchange, or combination; (B) a sale of all or substantially all of the assets of the Company or Parent, including, without limitation, equity in subsidiaries held by the Company and/or Parent.
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Examples of Transfer of Control Transaction in a sentence

  • If the Transfer of Control Transaction set forth in the First Refusal Notice involves a sale of Units of WRH/QIC (rather than shares of stock of the Holding Company), and if PENAC wishes to exercise its co-sale right, then PENAC shall have the right to exchange with WRH/QIC that number of Shares for that number of Units in WRH/QIC that would allow PENAC to achieve the same economic result as described above in the context of a sale of Shares.

  • The Offer Price is equivalent to 100% of the price paid by the Offeror for the Controlling Shares in the Transfer of Control Transaction subject to the adjustments in the preceding sentences.

  • This Warrant may only be exercised in whole or in part on and after the later of (i) the business day immediately preceding the consummation of a Transfer of Control Transaction with such exercise to be effective upon the date of consummation of the Transfer of Control Transaction and (ii) the first date upon which a Specified Event of Default shall have occurred.

  • The R$30.75 price stipulated in section 3.1.1, will be adjusted in accordance with the fluctuations in the average daily SELIC rate (the basic overnight interest rate for the Central Bank of Brazil) (the “SELIC Rate”), calculated pro rata temporis from October 26, 2012, the date of the settlement of the Transfer of Control Transaction, until the Settlement Date (as defined in section 5.5), in accordance with the SELIC Rate that is made available until the Settlement Date.

  • The Company Capital Stock may only be sold, assigned, or otherwise transferred in connection with the consummation of a Transfer of Control Transaction (as defined below) pursuant to Section 4(c) hereof, and such sale, assignment or transfer shall become effective only upon consummation of such Transfer of Control.

  • As disclosed in the material fact notice (fato relevante) of November 19, 2012, after the closing of the Transfer of Control Transaction, the Offeror has purchased in the open market or by means of privately negotiated transactions 26,072,505 Shares, and currently holds 273,214,534 Shares, equivalent to 74.50% of the Company’s total voting capital stock.


More Definitions of Transfer of Control Transaction

Transfer of Control Transaction means (A) any sale or transfer of Company Capital Stock or capital stock of Holdings or any merger, consolidation, share exchange, or combination of the Company or Holdings with or into another entity, which in each case results in the holders of the voting securities of the Company or Holdings outstanding immediately prior thereto owning immediately thereafter less than a majority of the voting securities of the Company, Holding or the surviving entity, as the case may be, outstanding immediately after such sale, transfer, merger, consolidation share exchange, or combination; (B) a sale of all or substantially all of the assets of this Company (including equity interests in OMAHA subsidiaries) or Holdings.
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Related to Transfer of Control Transaction

  • 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).]

  • 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:

  • Transfer of 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.

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

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

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

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

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

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

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

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

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

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Sale Event means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

  • 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:

  • Put Event means the occurrence of:

  • 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.

  • 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.

  • Document Transfer Event As defined in the Pooling and Servicing Agreement.

  • 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.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

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

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).