Change of Control Trigger definition

Change of Control Trigger means, after a Change in Control, a material change in the management direction and prospects of the Acquired Companies in place immediately prior to the Change of Control, including (i) a termination of C. De la Torre or M.
View Source
Change of Control Trigger means either (x) the execution and delivery of this Agreement, (y) the approval by the Stockholders of the First Merger, this Agreement or the consummation of the transactions contemplated hereby, or (z) the consummation of the transactions contemplated hereby (either alone or in connection with any other event, including any termination of employment or service). “Change of Control Agreement” shall mean each Company Employee Plan and each Employee Agreement under which a Change of Control Trigger will or could result in any Change of Control Benefits (without regard to any amendment(s) thereto entered into in accordance with the Recitals of this Agreement). Section 2.23(j) of the Disclosure Schedules lists all Change of Control Agreements.
View Source
Change of Control Trigger means (i) any sale, lease or other disposition of all or substantially all of the assets of Guardant; or (ii) any merger, recapitalization, amalgamation, spin-off, spin-out, consolidation, or similar transaction involving a Change of Control of Guardant.
View Source

Examples of Change of Control Trigger in a sentence

  • A Change of Control Offer may be made in advance of a Change of Control Trigger Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Trigger Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

  • However, the Company may be required to offer to purchase the Notes upon the occurrence of a Change of Control Trigger Event pursuant to Section 4.06.

  • Within 30 days following any Change of Control Trigger Event, the Company shall mail (or deliver electronically) a notice to each Holder describing the transaction or transactions that constitute the Change of Control as required by the Indenture.

  • The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Trigger Event.

  • The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Trigger Event.

  • Failure to give notice to any holder of Class A Preferred Units shall not affect the validity of the proceedings for the Mandatory Change of Control Redemption of any Class A Preferred Units being redeemed or the Partnership’s obligations to redeem the Class A Preferred Units no later than 10 days following the Mandatory Change of Control Trigger Date.

  • Failure to give notice to any holder of Class A Preferred Units shall not affect the validity of the proceedings for the Mandatory Change of Control Redemption of any Class A Preferred Units being redeemed or the Partnership’s obligations to redeem no later than 30 days following the Mandatory Change of Control Trigger Date.

  • Such notice shall state: (A) the redemption date, which shall be no later than 30 days following the Mandatory Change of Control Trigger Date; (B) the redemption price; (C) the number of Class A Preferred Units to be redeemed; (D) the place or places where the Class A Preferred Units are to be surrendered (if so required in the notice) for payment of the redemption price; and (E) that distributions on the Class A Preferred Units to be redeemed will cease to accrue on such redemption date.

  • Within 30 days following a Change of Control Trigger Event, the Company will mail a notice to each Holder and the Trustee describing the transaction that constitutes the Change of Control Trigger Event and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture.

  • Guardant hereby agrees that it shall provide written notice to each Shareholder of any IPO Trigger or Change of Control Trigger, including its non-binding reasonable estimate of the Fair Value of Guardant in connection with such trigger to the extent practicable and permitted by applicable law, regulation and the rules of any applicable stock exchange and subject to any contractual duties of confidentiality, at least fifteen (15) Business Days prior to the effective time of such Option Trigger.


More Definitions of Change of Control Trigger

Change of Control Trigger. Date" see Section 4.14.
View Source
Change of Control Trigger means the first date on which more than 50% of the voting equity interest of Borrower is directly or indirectly owned or controlled by any Person other than Lender or an Affiliate of Lender.
View Source
Change of Control Trigger shall have the meaning ascribed thereto in shall have the meaning ascribed thereto in Section 3.28(i) hereto.
View Source

Related to Change of Control Trigger

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

  • 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.

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

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

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, not being the Main Shareholders (or an Affiliate of the Main Shareholders), acting together, acquire control over the Issuer and where "control" means (a) acquiring or controlling, directly or indirectly, more than 50 per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove all or a majority of the directors of the board of directors of the Issuer.