Specified Change of Control Clause Samples

Specified Change of Control. For avoidance of doubt, the Spin-Off shall not constitute a Change of Control under this Agreement.

Specified Change of Control. In the event of a Specified Change of Control of Parent, the Purchaser or the Company prior to the Milestone Outside Date, (i) the Purchaser shall cause the Person (a) in the case of an asset sale, acquiring all or substantially all of the assets of Parent or the Purchaser or (b) in the case of a merger, consolidation or other business combination in which Parent, the Purchaser or the Company is not the surviving entity, succeeding to Parent, the Purchaser or the Company (as the case may be), in each case of (a) and (b), to assume Parent and the Purchaser’s obligations, duties and covenants under this Agreement effective as of the consummation of such Specified Change of Control and (ii) in the case of a transaction involving the Company in which the holders of the voting securities of the Company immediately prior to such transaction collectively own securities representing less than 50% of the Company’s voting power immediately after such transaction, as a condition to the sale, Parent shall cause the Company to assume all obligations of Parent and the Purchaser prior to such transaction. Prior to the consummation of any Specified Change of Control, the Purchaser shall deliver to the Rights Agent an Officer’s Certificate, stating that such Specified Change of Control complies with this Section 4.07 and that all conditions precedent herein relating to such transaction have been complied with.

Specified Change of Control. Within [*] days following a Specified Change of Control, XOMA shall notify Servier of its intention to: (a) Transfer (as defined in Article 18.1 above) its rights and obligations under the Agreement to a Third Party that does not, immediately prior to such Transfer, actively compete with Servier in the hypertension field alone or in [*] of the following therapeutic fields: stroke, acute coronary syndrome, chronic stable angina, heart failure, myocardial infarction, atherothrombosis and coronary artery diseases; or (b) sublicense its rights and obligations under the Agreement to a Third Party that does not, immediately prior to such sublicensing, actively compete with Servier in the hypertension field alone or in [*] of the following therapeutic fields: stroke, acute coronary syndrome, chronic stable angina, heart failure, myocardial infarction, atherothrombosis and coronary artery diseases; or (c) increase the Minimum Net Sales Amounts by [*] per cent ([*]%). Such increase shall start to apply with the next period of four (4) consecutive calendar quarters following such Specified Change of Control.

Specified Change of Control. If any Specified Change of Control shall have occurred and such Specified Change of Control has caused a Repayment Event with respect to any of the Existing Financing or any Debt for Borrowed Money in excess of $25,000,000, each of the Revolver A Commitment, the Revolver B Commitment, the Swingline Commitment and the Working Line Commitment shall immediately and automatically be reduced to zero.

Specified Change of Control a Change of Control of Parent (other than a Change in Control approved by a majority of the Incumbent Directors).

Specified Change of Control. In connection with a Specified Change of Control, the Company may, by notice to the Trustee identifying the Specified Change of Control Parent and the Specified Change of Control Parent Assumption Date, elect to effect a Specified Change of Control Parent Assumption. If such election is made, on the Specified Change of Control Assumption Date, the Specified Change of Control Parent Assumption shall occur, and the Issuers shall be released from all of their obligations under this Indenture. The Issuers and the Trustee shall execute a supplemental indenture effectuating such assumption and release.

Specified Change of Control. Notwithstanding anything to the contrary contained in this Agreement (including Section 11(c)(ii)), in the event of any Specified Change of Control, each Holder of a Warrant outstanding immediately prior to the consummation of the Specified Change of Control shall have the right to exercise such Warrant and receive, in lieu of the Common Stock immediately theretofore acquirable, the kind and amount of shares, stock or other securities (of the Company or another issuer) or property or cash receivable upon such Specified Change of Control by a holder of the number of shares of Common Stock for which such Warrant was exercisable immediately prior to such Specified Change of Control. In the event the Holder of a Warrant outstanding immediately prior to a Specified Change of Control does not exercise such Warrant, then such Warrant will be deemed exercised in full (notwithstanding Section 11(c)(ii)) by a Cashless Exercise pursuant to Section (a)(ii)(B) as of immediately prior to a Specified Change of Control.

Specified Change of Control. (a) Upon a Specified Change of Control, Restricted Shares that have not become vested on or prior to such Specified Change of Control will be forfeited. For purposes of this Agreement, a “Specified Change of Control” shall be deemed to have occurred if: (i) the Company shall merge with or consolidate into any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing at least seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; except that a merger or consolidation or recapitalization of the Company (or similar transaction) in which no Person (other than Company or an employee benefit plan sponsored by the Company) acquires more than thirty percent (30%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Specified Change in Control; or (ii) the stockholders of the Company approve a plan of complete liquidation of the Company or such a plan is commenced; or (iii) the Company enters into or the stockholders of the Company approve an agreement for the sale and disposition of all or substantially all of the Company or of all or substantially all of the Company’s assets. (b) Notwithstanding anything in the Plan or any other employment or other agreement, unless the Committee (as defined in the Plan) in its sole discretion determines otherwise, there shall be no acceleration of vesting of the Restricted Shares resulting from a Change of Control (as defined in the Plan).

Specified Change of Control. Notwithstanding anything to the contrary in the indenture, in case of any Change of Control Triggering Event based upon a Change of Control that is a Specified Change of Control, no DT Entity will tender any DT Notes into the related Change of Control Offer. If a DT Entity transfers any DT Notes to any third party after the earlier of announcement or consummation of a transaction that constitutes a Specified Change of Control, and before the Change of Control Offer that the Issuer is required to make in connection therewith expires, the transferee of such DT Notes shall agree that it will not tender any such DT Notes to the Issuer in any such Change of Control offer.