Changes in Control definition

Changes in Control means a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Section 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors of the Company (or any successor entity) thereafter; or (iii) during any period of two consecutive years, Continuing Directors cease for any reason to constitute at least a majority of the Board of Directors of the Company.
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Changes in Control. While equity holders may transfer their interests, if a transfer would result in a change in control in the Lessee, it is subject to approval (as above).
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Changes in Control means (i) the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets or of the main and most economically important asset(s) of the Company leading to a transfer of the ownership of the voting securities in which a person or an entity obtains more than 50% voting rights in the Company, and ii) in any case, when a person further to the aforementioned transaction beneficially owns more than 50% of the voting rights of the Company, directly or indirectly, and iii) in any case, when a corporation or other entity resulting from or surviving the aforementioned transaction owns, as a result of the transaction, more than 50% of the voting rights of the Company or all or substantially all assets or the main or most economically important asset(s) of the Company, either directly, or indirectly through one or more subsidiaries. For the sake of clarity, a change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Directors shall not be deemed to constitute a Change of control. For the avoidance of doubt, an Initial Public Offering (“IPO”) or any subsequent public offering is not deemed to constitute a Change in Control.
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Examples of Changes in Control in a sentence

  • There is one Contract Period for each Change in Control and there may be multiple Change(s) in Control.

  • A separate Change in Control shall be deemed to have occurred with each occurrence of any event described at subsections (a) through (e) of Section 1.1. This Agreement pertains to each and every Change in Control, including successive Changes in Control involving the same controlling person(s).

  • A separate Change in Control shall be deemed to have occurred with each occurrence of any event described in subsections (a) through (f) of Section 1.2. This Agreement pertains to each and every Change in Control, including successive Changes in Control involving the same controlling person(s).

  • Notwithstanding anything herein to the contrary, the Executive shall be entitled to receive the benefits provided in this Agreement one time only under this Agreement, regardless of the number of Changes in Control or Subsequent Changes in Control that may occur.

  • This Agreement shall survive any Changes in Control, change in management of Company, and any merger, consolidation, reorganization, sale of assets or sale of stock of Company.

  • This Amendment, once fully executed and delivered by Questcor and you, entitles you to receive the benefits set forth in this Amendment in the event of certain Changes in Control (as defined in The Questcor Pharmaceuticals Incorporated 1992 Stock Option Plan (the “1992 Plan) or the 2006 Equity Incentive Award Plan (the “2006 Plan”).

  • If one or more Changes in Control of ▇▇▇ shall have occurred prior to the third anniversary of the Effective Date (or during any period for which the term of this Agreement shall have been automatically extended pursuant to the second sentence of Section 1), the term of this Agreement shall be extended until the third anniversary of the date on which the last Change in Control of ▇▇▇ occurred.

  • The Conversion Rate on any Notes converted in connection with certain specified Changes in Control as designated in the Indenture may be increased by an amount, if any, determined in accordance with Article Fifteen of the Indenture.

  • With respect to a termination of Executive's employment by Executive for Good Reason pursuant to Section 7(d)(1)(vi) for Changes in Control occurring after the date hereof, Executive may provide the Company with a Notice of Termination for each such Change in Control by no later than the one year anniversary of such Change in Control.

  • Notwithstanding the foregoing, if one or more Changes in Control of ▇▇▇ Energy occur during the Term, the Term of this Agreement shall be automatically extended until the second anniversary of the date on which the last Change in Control of ▇▇▇ Energy occurred or until the Executive’s earlier termination of employment with the Company as described herein.


More Definitions of Changes in Control

Changes in Control means, with respect to CV Reit, Inc.
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Changes in Control means, (i) with respect to Kramont (A) the issuance in a public offering of shares of voting common stock, or (B) the issuance of units in its Operating Partnership which if fully redeemed into shares of voting common stock of Kramont would in either instance constitute a transfer of more than 50% of the issued and outstanding shares of voting common stock of Kramont and (ii) with respect to a Project, any transfer of ownership in the Project which would result in the Borrower owning less than the 51% of the ownership interest in the Project.
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Related to Changes in Control