Unapproved Change of Control definition

Unapproved Change of Control means a Change of Control that: (i) is recommended against to the Angiotech Canada Board by Angiotech's Chief Executive Officer in office immediately before the Change of Control; or (ii) is not approved, supported, or recommended by the Angiotech Canada Board as it was constituted immediately before the Change of Control;
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Unapproved Change of Control means any of the following: (i) failure of the Board to appoint or reappoint Xxxx Xxxxxxxx as Chairman of the Board, or failure of the Company’s shareholders to reelect Xxxx Xxxxxxxx as a director, in each case other than as a result of his death, disability, voluntary determination not to stand for reelection, or involuntary termination for Cause; (ii) a transaction or event that constitutes a Change of Control occurs due to an affirmative vote by a majority of the Board, and the Chairman of the Board does not vote in favor of such transaction or event; (iii) a “Transfer” occurs during the “Standstill Period” (each such term as defined in the Merger Agreement) that violates the Merger Agreement; or (iv) a Change of Control occurs with respect to Xxxxxx Industries Ltd. (determined by applying the Change of Control definition hereunder (other than Section 1.1(f)(ii)(1)) as if Xxxxxx Industries Ltd. were the “Company”) at a time when Xxxxxx Industries Ltd. has “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing ten percent (10%) or more of the combined voting power of the Company’s then outstanding securities; provided, however, if an Unapproved Change of Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A, a transaction or event described in paragraph (i), (ii), (iii) or (iv) shall constitute an Unapproved Change of Control only if such transaction or event constitutes a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).
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Unapproved Change of Control means any of the following: (i) a “Transfer” occurs during the “Standstill Period” (each such term as defined in the Merger Agreement) that violates the Merger Agreement; or (ii) a Change of Control occurs with respect to Xxxxxx Industries Ltd. (determined by applying the Change of Control definition hereunder (other than Section 1.1(f)(ii)(1)) as if Xxxxxx Industries Ltd. were the “Company”) at a time when Xxxxxx Industries Ltd. has “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing ten percent (10%) or more of the combined voting power of the Company’s then outstanding securities; provided, however, if an Unapproved Change of Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A, a transaction or event described in paragraph (i), (ii), (iii) or (iv) shall constitute an Unapproved Change of Control only if such transaction or event constitutes a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).
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Examples of Unapproved Change of Control in a sentence

  • A termination of Executive’s employment by the Company without Cause, by Executive for Good Reason or by Executive upon the expiration of the Term following the Company’s election not to extend the Term, in any case during a Protected Period following an Unapproved Change of Control, will entitle Executive to the benefits specified in Section 4.3(d).

  • Any Change of Control of SSCI which is not an Approved Change of Control shall be an "Unapproved Change of Control," and in such event Fremont shall have the rights set forth in Section 8.3(c).

  • For purposes of Sections 10 and 11 hereof, the following definitions shall apply: ACTIVELY PARTICIPATED with respect to an Unapproved Change of Control shall mean an Associate undertaking any affirmative conduct, not specifically approved by a majority of the Disinterested Directors, which provides assistance to persons seeking to complete a transaction or series of transactions which results or could result in an Unapproved Change of Control.

  • Notwithstanding the foregoing, Associate shall be ineligible to receive the Earned Severance Benefit otherwise payable hereunder if Associate Actively Participated in any transaction giving rise or relating to any Unapproved Change of Control.

  • For the avoidance of doubt, a group reorganisation of ATAI shall not be an Unapproved Change of Control, so long as a direct Competitor does not acquire Control over ATAI as part of such reorganisation; and(c)the term "Corporate Entity" means any corporation, association, partnership (whether general or limited), limited liability company, joint venture, joint stock or other company, business trust, trust, organisation, governmental authority or other entity of any kind.


More Definitions of Unapproved Change of Control

Unapproved Change of Control has the meaning given in clause 12.3(a) and clause 12.3(b);
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Unapproved Change of Control means in relation to a Shareholder which is a Corporate Entity (or any Permitted Transferee thereof which is a Corporate Entity and which is holding Shares) (a "Controlled Entity"), such Controlled Entity ceasing to be Controlled by:
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Unapproved Change of Control means a Change of Control that:
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Related to Unapproved Change of Control

  • 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 means the occurrence of any of the following events:

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

  • 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.

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

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

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

  • 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.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

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

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

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

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

  • 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.

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

  • Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

  • 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.

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

  • 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.

  • 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.

  • A "CHANGE IN 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.

  • Change Date means (i) each Interest Method Change Date (including any Term Rate Period Advance Tender Date) or (ii) each Facility Change Date or (iii) a date not later than twenty-five (25) days after receipt by the Trustee of a “Notice of Termination Date” under a Liquidity Facility, which date shall be specified in the notice of the Trustee of the purchase of all 2024 Series A Variable Rate Bonds of the applicable Group provided pursuant to Section 801(A) of Appendix A hereto or (iv) each Discretionary Tender Date.