Definition of Change of Control. For the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement: # a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Corporation having 30% or more of the total number of votes that may be cast for the election of directors of the Corporation; or # as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation.
Definition of Change of Control. For the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement: # a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Corporation having 30% or more of the total number of votes that may be cast for the election of directors of the Corporation; or # as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation.
Definition of Change of Control. For the purpose of this Agreement, aControl: A “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement:occur: # a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Corporation having 30% or more of the total number of votes that may be cast for the election of directors of the Corporation; or # as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation.
Definition of “Change of Control. For the purpose of this Agreement, a “Change of Control” shall bemeans an event deemed to have taken place upon the first of the following to occur after the date of this Agreement:if: # a third person, including a “group” as defined infor purposes of Code Section 13(d)(3) of the Securities Exchange Act of 1934,409A, acquires shares of the Corporation having 30%30 percent or more of the total number of votes that may be cast for the election of directorsDirectors of the Corporation; or # as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directorsDirectors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directorsor of the Corporation orboard of directors of any successor to the Corporation. Notwithstanding the foregoing, the term Change of Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Corporation.
Definition of “Change of Control. For the purpose of this Agreement, a “Change of Control” shall bemeans an event deemed to have taken place upon the first of the following to occur after the date of this Agreement: #if: (i) a third person, including a “group” as defined infor purposes of Code Section 13(d)(3) of the Securities Exchange Act of 1934,409A, acquires shares of the Corporation having 30%30 percent or more of the total number of votes that may be cast for the election of directorsDirectors of the Corporation; or #(ii) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directorsDirectors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation.
Definition“Change in Control”: of Change of Control. For the purpose of this Agreement, a “Change of Control”any corporation, shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement:when # a third person, including aany Person or “group” as(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires sharesas amended), other than , shall acquire more than 30% of the Corporation having 30% or moreVoting Stock of the total number of votes that may be cast for the election of directors of the Corporation;such corporation or # as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Corporation before the TransactionContinuing Directors shall cease tonot constitute a majority of the Boardboard of Directorsdirectors of the Corporation or any successor to the Corporation.such corporation.
Definition of Change of Control. ForAs used in this [Section 14.01] the purposeterm Change of Control shall mean # any merger, reorganization, consolidation or combination in which a Party to this Agreement, a “ChangeAgreement is not the surviving corporation, or # any person (within the meaning of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement: # a third person, including a “group” as defined in Section[[Sections 13(d) and 14]4]] (d)(3)2) of the Securities Exchange Act of 1934, acquires shares1934), excluding Licensee and its Affiliates, is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation having 30%Party representing 50% or more of either # the total numberthen-outstanding shares of votes that may be cast for the election of directorscommon stock of the Corporation;Party or its parent corporation, or # as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combinationcombined voting power of the foregoing transactions (a “Transaction”), the personsPartys then-outstanding voting securities; or # if individuals who were directorsas of the Corporation before the Transaction shall cease toEffective Date constitute a majority of the Board of Directors of the CorporationParty or its parent corporation (the Incumbent Board) cease for any successorreason to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequent to the Corporation.Effective Date whose election, or nomination for election by the Partys shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.
Definition of Change of Control. For the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the firstChange in Control of the following to occur afterCompany has occurred when: # any person (defined for the datepurposes of this Agreement: # a third person, including a “group” as defined in[Section 4G] to mean any person within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,1934 (the “Exchange Act”)), other than a participant in a transaction approved by its Board of Directors for the principal purpose of raising additional capital, either directly or indirectly, acquires sharesbeneficial ownership (determined under Rule 13d-3 of the CorporationRegulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having 30%forty five percent (45%) or more of the total numbervoting power of votes that may be cast forall the election of directorsvoting securities; # a majority of the Corporation; or # as the result ofDirectors elected at any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combinationmeeting of the foregoing transactions (a “Transaction”),holders of voting securities of the Company are persons who were directorsnot nominated for such election by the Board of the Corporation before the Transaction shall cease to constituteDirectors or a majorityduly constituted committee of the Board of Directors having authority in such matters; # the stockholders of the CorporationCompany approve a merger or any successorconsolidation of the Company with another person other than a merger or consolidation in which the holders of the Company’s voting securities issued and outstanding immediately before such merger or consolidation continue to hold voting securities in the Corporation.surviving or resulting corporation (in the same relative proportions to each other as existed before such event) comprising fifty one percent (51%) or more of the voting power for all purposes of the surviving or resulting corporation; or # the stockholders of the Company approve a transfer of substantially all of the assets of the Company to another person other than a transfer to a transferee, fifty one percent (51%) or more of the voting power of which is owned or controlled by the Company or by the holders of the Company’s voting securities issued and outstanding immediately before such transfer in similar relative proportions to each other as existed before such event.
Definition of Change of Control.Definition. For the purposepurposes of this Agreement, a “Change of Control” shall be deemed to have taken place uponmeans the firstremoval of Executive as Chief Executive Officer or Board Chair as the result of the occurrence of any of the following events: # the sale, lease, conveyance or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety to occur after the dateany person, entity or group of this Agreement:persons acting in concert; # a third person, including a “group” as definedany “person” (as such term is used in SectionSections 13(d)(3) and 14(d) of the Securities Exchange Act of 1934, acquires sharesas amended), other than any then currently existing shareholder as of the Corporation having 30%Change of Control date, becoming the “beneficial owner” (as defined in Rule 13d-3 under said act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total numbervoting power represented by the Company’s then outstanding voting securities but in no event shall the completion of votes that may be cast for the election of directorsan offering # of the Corporation;Company’s Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission in the Company’s initial public offering or # asa private offering of shares of the resultcapital stock of any cash tenderthe Company constitute a Change of Control; or exchange offer,# a merger or other business combination, sale of assets or contested election, or any combinationconsolidation of the foregoing transactions (a “Transaction”),Company with any other corporation or entity not affiliated with any currently existing shareholder, other than a merger or consolidation which would result in the persons who were directorsvoting securities of the Corporation before the Transaction shall ceaseCompany outstanding immediately prior thereto continuing to constitute a majorityrepresent (either by remaining outstanding or by being converted into voting securities of the Board of Directorssurviving entity) at least fifty percent (50%) of the Corporationtotal voting power represented by the voting securities of the Company or any successor tosuch surviving entity outstanding immediately after such merger or consolidation. ; and # the Corporation.engagement of a new Chief Executive Officer of the Company.
Definition of “Change of Control. Forin Control” means # the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement: # a third person, including aacquisition by any “person” or “group” as defined(as such terms are used in SectionSections 13(d)(3) and 14(d) of the Securities Exchange Act of 1934, acquires sharesbut excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) of beneficial ownership (within the Corporation having 30%meaning of Rule 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of 20% or more of the total numberoutstanding shares of votes that may be castvoting stock of the Parent entitled to vote for members of the electionboard of directors of the Corporation;Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or # as the resultduring any period of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Corporation before the Transaction shall cease to constitute24 consecutive months, a majority of the Board of Directorsmembers of the Corporationboard of directors or any successorother equivalent governing body of the Parent cease to be composed of individuals # who were members of that board on the Corporation.first day of such period, # whose election or nomination to that board was approved by individuals referred to in [clause (A) above] constituting at the time of such election or nomination at least a majority of that board or # whose election or nomination to that board was approved by individuals referred to in [clauses [(A) and (B) above]e]] constituting at the time of such election or nomination at least a majority of that board.
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