Proposed Change in Control definition

Proposed Change in Control means: (i) the commencement of a tender or exchange offer by any third person (other than a tender or exchange offer which, if consummated, would not result in a Change in Control) for 30% or more of the combined voting power of the Company's then outstanding securities; (ii) the execution of an agreement by the Company, the consummation of which would result in the occurrence of a Change in Control; (iii) the public announcement by any person (including the Company) of an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or (iv) the adoption by the Board, as a result of other circumstances, including circumstances similar or related to the foregoing, of a resolution to the effect that, for purposes of this Agreement, a Proposed Change in Control has occurred.
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Proposed Change in Control is defined in Section 2.2(d)(iii).
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Proposed Change in Control means an event that will result in a Change in Control if consummated and that is evidenced by either of the following: (a) the Company’s entry into a letter of intent or (b) the commencement of a tender offer.
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Examples of Proposed Change in Control in a sentence

  • If the Proposed Change in Control does not occur within 24 months following such deposit, the Company may recover any funds deposited.

  • SECTION 14.2 During the Manager Restricted Period, in the event of a Proposed Change in Control of the Manager, the Parent shall have a right of first offer to purchase the Manager pursuant to the procedures set forth in Section 14.4.

  • Upon the occurrence of a Proposed Change in Control during the Change in Control Period, the Company shall deposit in trust or escrow with a third party cash in an amount sufficient to provide all of the benefits and other payments to which the Executive would be entitled hereunder if a Change in Control occurred on the date of the Proposed Change in Control and the Executive's employment were terminated by the Company without Cause immediately thereafter.

  • SECTION 4.1 During the Restricted Period, in the event of a Proposed Change in Control of a Manager, the Company shall have a 30-day right of first offer to purchase the relevant Hajioannou Entities’ direct or indirect interests in the Manager involved in the Proposed Change in Control of a Manager (“Manager First Offer Right”).

  • During the Restricted Period, in the event of a Proposed Change in Control of a Manager, the Company shall have a 30-day right of first offer to purchase the relevant Hajioannou Entities’ direct or indirect interests in the Manager involved in the Proposed Change in Control of a Manager (“Manager First Offer Right”).

  • Section 1.2 During the Manager Restricted Period, in the event of a Proposed Change in Control of the Manager, the Parent shall have a right of first offer to purchase the Manager pursuant to the procedures set forth in Section 14.4.

  • During the Restricted Period, in the event of a Proposed Change in Control of the Manager, the Company shall have a 30-day right of first offer to purchase the relevant Hajioannou Entities’ direct or indirect interests in the Manager involved in the Proposed Change in Control of the Manager (“Manager First Offer Right”).

  • Notwithstanding the foregoing, if neither Supplier nor Parent knows or has reason to know of a Proposed Change in Control Transaction at least ninety (90) days prior thereto, then Supplier or Parent shall notify GWI of the Proposed Change in Control Transaction promptly upon Supplier or Parent learning of, or having reason to know of, the Proposed Change in Control Transaction.

  • Upon the occurrence of a Proposed Change in Control during the Change in Control Period, the Company shall deposit in a rabbi trust with a third party cash in an amount sufficient to provide all of the benefits and other payments to which the Executive would be entitled hereunder if a Change in Control occurred on the date of the Proposed Change in Control and the Executive's employment were terminated by the Company without Cause immediately thereafter.

  • Section 14.2 During the Manager Restricted Period, in the event of a Proposed Change in Control of the Manager, the Parent shall have a right of first offer to purchase the Manager pursuant to the procedures set forth in Section 14.4.


More Definitions of Proposed Change in Control

Proposed Change in Control means (1) a tender offer by any person or entity, other than the Company or a Company subsidiary, to acquire securities representing 40 percent or more of the voting power of the Company or (2) the submission to the Company's shareholders for approval of a transaction involving the sale of all or substantially all of the assets of the Company or a merger of the Company with or into another corporation.
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Related to Proposed Change in Control

  • 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:

  • Proposed Change has the meaning assigned to such term in Section 9.02(c).

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

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.