Change in Control or Ownership definition

Change in Control or Ownership means any of the following:
View Source
Change in Control or Ownership means: (i) an acquisition by any "person" or 'group" (as those terms are defined or used in Section 13(d) of the Exchange Act, as enacted and in force on the date hereof) of "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act, as enacted and in force on the date hereof) of securities of NPB representing 24.99% or more of the combined voting power of NPB's securities then outstanding; (ii) a merger, consolidation or other reorganization of the Bank, except where the resulting entity is controlled, directly or indirectly, by NPB; (iii) a merger, consolidation or other reorganization of NPB, except where shareholders of NPB immediately prior to consummation of any such transaction continue to hold at least a majority of the voting power of the outstanding voting securities of the legal entity resulting from or existing after any such transaction and a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction are former members of NPB's Board of Directors; (iv) a sale, exchange, transfer or other disposition of substantially all of the assets of the Bank to another entity, except to an entity controlled, directly or indirectly, by NPB; (v) a sale, exchange, transfer or other disposition of substantially all of the assets of NPB to another entity, or a corporate division involving NPB; or (vi) a contested proxy solicitation of the shareholders of NPB which results in the contesting party obtaining the ability to cast 25% or more of the votes entitled to be cast in an election of directors of NPB.
View Source
Change in Control or Ownership means: (i) an acquisition by any "person" or "group" (as those terms are defined or used in Section 13(d) of the Exchange Act, as enacted and in force on the date hereof) of "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act, as enacted and in force on the date hereof) of securities of NPB representing 24.99% or more of the combined voting power of NPB's securities then outstanding;
View Source

Examples of Change in Control or Ownership in a sentence

  • The sole exception to Change in Control and Ownership Change Event as described above shall be any Change in Control or Ownership Change Event that may result from the death or incapacity of ▇▇▇▇▇▇▇ ▇.

  • In such event for the purposes hereof, no Change in Control or Ownership Change Event shall be deemed to have occurred.

  • Change in Control or Ownership of IMATION...................................................................56 26.


More Definitions of Change in Control or Ownership

Change in Control or Ownership means (i) the failure of the Heis▇▇▇ ▇▇▇up, at any time, to have beneficial and record ownership of and power to vote at least 24% of the outstanding shares of voting stock of TFCC, or (ii) the failure of the Heis▇▇▇ ▇▇▇up, at any time, to have beneficial and record ownership of and power to vote at least 55% of the outstanding shares of voting stock of TFH, or (iii) the failure of TFH and the Heis▇▇▇ ▇▇▇up, at any time, to have beneficial and record ownership of and power to vote at least 80% of the outstanding shares of capital stock of Borrower, or (iv) the failure of TFCC, TFH and the Heis▇▇▇ ▇▇▇up, at any time, to own beneficially and of record and have the power to vote, collectively, 100% of the outstanding capital stock of Borrower, or (v) the failure of Mich▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ his immediate family and entities wholly owned and controlled by Mich▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ his immediate family, at any time, to have beneficial and record ownership of and power to vote at least 100% of the outstanding shares of voting stock of Heico Holding, or (vi) the failure of Heico Holding, at any time, to have the right (or the failure by Heico Holding to exercise the right) to designate at least a majority of the Boards of Directors of TFH and TFCC or (vii) the failure of at least the majority of the members of the Board of Directors of Borrower, at any time, to be comprised of the same persons appointed by Heico Holding to be members of the Board of Directors of TFH and/or other persons designated by Heico Holding or Mich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ (viii) the applicability to TFH or Borrower, at any time, of any requirement that any action by the Board of Directors of TFH or Borrower shall require a greater affirmative vote than that of the number of directors designated by the Heis▇▇▇ ▇▇▇up, or shall require a consent by any stockholder(s) of TFH, except for such matters requiring consent of certain stockholders of TFH as shall be acceptable to Lender.
View Source

Related to Change in Control or Ownership

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

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

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

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

  • Change in Ownership means change of ownership of the Bidder/Member in a Bidding Consortium by way of merger/ acquisition/ amalgamation/ reorganisation/ consolidation/ demerger;