CHANGE OF CONTROL OF LICENSEE. a) Change in Control. A “Change in Control” shall be deemee to have occurred if any of the following occurs with respect to Licensee, whether in a single transaction or a series of related transactions: (i) the direct or indirect sale or exchange by the stockholders of Licensee of more than g▇▇▇▇ percent (50%) of the voting stock of Licensee; (ii) a merger or consolidation in which the Licensee is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of Licensee; or (zv) a liquidation or dissolution of Licensee (collectively, a “Transaction”), in each case as a result of which the stockholders of Licensee immediately before the Transaction do not retain immediately after the Transaction, il substantially the same proportions as their ownership of shares of Licensee’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more thaj fifty percent (50%) of the total combined voting power of the outstanding voting securities of Licensee or any surviving corporation or other business entity to which the assets of Licensee were trqnsferred.
Appears in 1 contract
Sources: Master Sublicense Agreement (Buffalo Chip Global Inc.)
CHANGE OF CONTROL OF LICENSEE. a) Change in Control. A “Change in Control” shall be deemee deemed to have occurred if any of the following occurs with respect to Licensee, whether in a single transaction or a series of related transactions: (i) the direct or indirect sale or exchange by the stockholders of Licensee of more than g▇▇▇▇ fifty percent (50%) of the voting stock of Licensee; (ii) a merger or consolidation in which the Licensee is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of Licensee; or (zviv) a liquidation or dissolution of Licensee (collectively, a “Transaction”), in each case as a result of which the stockholders of Licensee immediately before the Transaction do not retain immediately after the Transaction, il in substantially the same proportions as their ownership of shares of Licensee’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more thaj than fifty percent (50%) of the total combined voting power of the outstanding voting securities of Licensee or any surviving corporation or other business entity to which the assets of Licensee were trqnsferredtransferred.
Appears in 1 contract
Sources: Master Sublicense Agreement (Buffalo Chip Global Inc.)