Consummation of a Change in Control Transaction definition

Consummation of a Change in Control Transaction means the earlier of the date on which a person or Group first becomes the beneficial owner of the requisite number of securities of the Company described in Sections 1.6(a) or (b), the date as of which a majority of the Board has been replaced, as described in Section 1.6(c), or the date on which the person or Group acquires the requisite percentage of Company assets, as described in Section 1.6(d).
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Examples of Consummation of a Change in Control Transaction in a sentence

  • This Agreement shall be assigned to, and shall be assumed by, any successor to the Company upon Consummation of a Change in Control Transaction.

  • In the event that an Announcement or a Change in Control occurs during the Term, the term of this Agreement shall automatically and irrevocably become a term ending on the later of the last day of the Term or the second anniversary of the date of Consummation of a Change in Control Transaction.

  • In the event that an Announcement of a Change in Control occurs during the Term, the term of this Agreement shall automatically and irrevocably become a term ending on the later of the last day of the Term or the second anniversary of the date of Consummation of a Change in Control Transaction.

  • In the event of a Qualifying Termination after an Announcement but ------- prior to the Consummation of a Change in Control Transaction, any outstanding stock options, restricted stock awards, performance share awards or performance unit awards of the Executive shall become vested and/or exercisable in accordance with the terms of the plan under which such grants and awards were made as if a change in control (as defined in each applicable plan) had occurred immediately prior to the Qualifying Termination.

  • If, for any reason constituting a Qualifying Termination, the Executive's employment terminates during the period beginning on the earlier of the date of an Announcement or the occurrence of a Change in Control and ending on the second anniversary of the date of the Consummation of a Change in Control Transaction, the Company shall provide to the Executive the benefits described in Section 3.2 below.

  • If, for any reason constituting a Qualifying ----------------------- Termination, the Executive's employment terminates during the period beginning on the earlier of the date of an Announcement or the occurrence of a Change in Control and ending on the second anniversary of the date of the Consummation of a Change in Control Transaction, the Company shall provide to the Executive the benefits described in Section 3.2 below.

  • In the event of a Qualifying Termination after an Announcement but prior to the Consummation of a Change in Control Transaction, any outstanding stock options, restricted stock awards, performance share awards or performance unit awards of the Executive shall become vested and/or exercisable in accordance with the terms of the plan under which such grants and awards were made as if a change in control (as defined in each applicable plan) had occurred immediately prior to the Qualifying Termination.

  • In the event that an Announcement or a Change -------------------- in Control occurs during the Term, the term of this Agreement shall automatically and irrevocably become a term ending on the later of the last day of the Term or the second anniversary of the date of Consummation of a Change in Control Transaction.

Related to Consummation of a Change in Control Transaction

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

  • 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.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where: