Change in Control Consideration definition

Change in Control Consideration means the amount per share to be received by a holder of shares of Common Stock in connection with a Change in Control, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction.
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Change in Control Consideration shall have the meaning set forth in Section 4 hereof.
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Change in Control Consideration shall have the meaning set forth in Section 6 (b) hereof.
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Examples of Change in Control Consideration in a sentence

  • Any such Change in Control Consideration may be subject to any escrow, indemnification and similar obligations, contingencies and encumbrances applicable in connection with the Change in Control to holders of Common Stock.

  • If the Cash-Out Right shall have been exercised by the Company only in part, then, unless this Option has expired, the holder shall be entitled to receive the Change in Control Consideration under Section 8(c)(i) with respect to the remaining Option Shares for which this Option may then be exercisable.

  • For the avoidance of doubt, if the Change in Control Consideration paid or payable to the stockholders of Acquiror in connection with the first Change in Control to occur during the Earnout Period is less than the Minimum Target, then no Earnout Shares shall be issuable pursuant to this Section 2.06(b).

  • The Committee may cause the Change in Control Consideration to be subject to vesting conditions (whether or not the same as the vesting conditions applicable to the Award prior to the Change in Control) and/or make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate.

  • From and after any redemption of Class B Common Units pursuant to this Section 9.8, all rights of the holders of Class B Common Units, as applicable, designated for redemption (except the right to receive the Change in Control Consideration) shall cease with respect to the Units to be redeemed, and such Units shall not thereafter be transferred on the books of the Company or its successor in interest or be deemed to be outstanding for any purpose whatsoever.

  • If such Class B Common Units are not certificated, the Change in Control Consideration shall be payable to the Person whose name appears on the books and records of the Company as the holder of the Class B Common Units being redeemed pursuant to this Section 9.8(b).

  • For the avoidance of doubt, if the Change in Control Consideration paid or payable to the holders of shares of Acquiror Common Stock in connection with the first Change in Control to occur during the Earnout Period is less than the Minimum Target, then no Earnout Shares shall be issuable pursuant to this Section 3.07(b).

  • Withholding for the Windstream Change in Control Consideration in respect of Windstream RSUs or Windstream Performance Awards shall be effected as cash and net share withholding in proportion to the type of consideration payable to the holder thereof.


More Definitions of Change in Control Consideration

Change in Control Consideration means the Fair Market Value of the total consideration paid by a buyer (whether to the Company or its stockholders) to acquire the Company in a transaction constituting a Change in Control, as expressed as a dollar amount, whether consideration is paid at the closing of such transaction or as Deferred Payments.
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Change in Control Consideration means the Fair Market Value of the total consideration paid by a buyer to acquire the Company in a transaction constituting a Change of Control, as expressed as a dollar amount, whether consideration is paid at the closing of such transaction or as Deferred Payments.
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Change in Control Consideration means an amount equal to the aggregate value (as determined by the Administrator in its sole discretion) of all cash, securities and other property or rights that in connection with a Change in Control are receivable by or distributable to all holders of all capital stock of the Company and all holders of securities that are convertible into, or exchangeable for, the capital stock of the Company, in each case assuming the maximum amount payable with respect to any Contingent Consideration. For purposes of the preceding sentence, amounts payable under the Plan that reduce the aggregate value receivable by or distributable to such holders of capital stock and convertible securities shall be treated as receivable by such holders.
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Change in Control Consideration means the effective price per share of Buyer Common Stock that is paid by any party to any party in connection with, or will be paid by any party to any party upon the consummation of, a Buyer Change in Control Event.
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Related to Change in Control Consideration

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

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

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control Termination means that while this Agreement is in effect: