Change of Control Clause Example with 6 Variations from Business Contracts
This page contains Change of Control clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Change of Control. If at any time beginning upon the date of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, a "Change of Control" shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company i...s in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to it continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.View More
Variations of a "Change of Control" Clause from Business Contracts
Change of Control. If at any time beginning (a)Notwithstanding Section 11.2 of the Plan, upon the date of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, a "Change of Control" shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the ..."Exchange Act"), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, the Option granted hereunder shall immediately and fully vest and become fully exercisable. (b)"Change of Control" for the purposes of this Option, shall mean the earliest date on which: (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires of securities of the Company representing 20% or more than 50% of the combined voting power of the Company's then outstanding securities; voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), (ii) individuals who at the beginning of such period constitute the Board of Directors and on the date hereof (the "Incumbent Board") cease for any new reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election by the Board of Directors election, or nomination for election by the Company's stockholders shareholders, was approved by a vote of at least two-thirds of the directors then still in office who either were directors at comprising the beginning Incumbent Board shall from and after such election be deemed to be a member of the period Incumbent Board; or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve -4- (iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company with unless, immediately following such transaction less than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company's outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% continuity test is met, any other corporation, other than a merger or consolidation which would result in ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder's ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company's outstanding voting securities immediately prior to it continuing to represent (either the transaction). (iv) a tender offer or exchange offer is made and consummated by remaining outstanding a Person other than the Company for the ownership of 20% or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of the Company then outstanding; or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (v) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes. Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company's assets. outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise. View More
Change of Control. If at any time beginning (a)Notwithstanding Section 11.2 of the Plan, upon the date of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, a "Change of Control" shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the ..."Exchange Act"), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, the Option granted hereunder shall immediately and fully vest and become fully exercisable. (b)"Change of Control" for the purposes of this Option, shall mean the earliest date on which: (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires of securities of the Company representing 20% or more than 50% of the combined voting power of the Company's then -4- outstanding securities; voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), (ii) individuals who at the beginning of such period constitute the Board of Directors and on the date hereof (the "Incumbent Board") cease for any new reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election by the Board of Directors election, or nomination for election by the Company's stockholders shareholders, was approved by a vote of at least two-thirds of the directors then still in office who either were directors at comprising the beginning Incumbent Board shall from and after such election be deemed to be a member of the period Incumbent Board; or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve (iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company with unless, immediately following such transaction less than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company's outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% continuity test is met, any other corporation, other than a merger or consolidation which would result in ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder's ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company's outstanding voting securities immediately prior to it continuing to represent (either the transaction). (iv) a tender offer or exchange offer is made and consummated by remaining outstanding a Person other than the Company for the ownership of 20% or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of the Company then outstanding; or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (v) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes. Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company's assets. outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise. View More
Change of Control. If at any time beginning upon the date 11 (a) For purposes of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, Agreement, a "Change of Control" shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"...), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), occur if: (i) Any Person, other than (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), Beneficial Owner, directly or indirectly, acquires of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 50% or more than 50% of the combined voting power of the Company's then outstanding securities; securities, or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors 50% or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds more of the directors then still in office who either were directors at the beginning outstanding common stock of the period or whose election or nomination for election was previously so approved, cease for Company, excluding any reason to constitute Person who becomes such a majority; (C) the Company enters into a definitive agreement, the consummation of which would result Beneficial Owner in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve connection with a merger or consolidation of the Company described in (ii) below. (ii) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a except if: (A) the merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to it thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, consolidation; or (B) the stockholders merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of the combined voting power of the Company's then outstanding securities; (iii) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. 12 (iv) During any one year period, individuals who at the beginning of the period constitute the Board of Directors of the Company cease for any reason to constitute a majority of the Board of Directors. (b) For purposes of this Section 11: (i) The term "Person" shall have the meaning given in Section 3(a)(9) of the 1934 Act as modified and used in Sections 13(d) and 14(d) of the 1934 Act. (ii) The term "Beneficial Owner" shall have the meaning provided in Rule 13d-3 under the 1934 Act. (iii) The term "Affiliate" shall have the meaning set forth in Section 9(a)(i). View More
Change of Control. If at 6.1 Notwithstanding any time beginning upon the date other provision of this Warrant and ending on September 29, 2023 Agreement, if a Change of Control occurs, then (as defined below) occurs before the Vesting Date and the Employee has not previously forfeited the Employee's Performance Shares under Section 3, the Company shall, within 5 business days thereafter and subject to applicable tax withholding as provided for in Section 5, issue to the Employee a number of Performance Shares dete...rmined by multiplying the Target Share Amount by a fraction, the numerator of which is the number of days in the period starting on the first day of the Performance Period and ending on the date of the Change in Control and the denominator of which is the number of days in the Performance Period; provided, however, that if the Employee had a Termination of Employment due to Total Disability, Death or Retirement prior to the date of the Change in Control, the number of Performance Shares to be issued shall be equal to the Target Share Amount (as previously adjusted under Section 3.2). Amounts delivered or paid under this Warrant Section 6 shall become immediately exercisable be in accordance with its terms. satisfaction of any and all obligations of the Company to issue Performance Shares under this Agreement. 6.2 For purposes hereof, of this Agreement, a "Change Change of Control" Control shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as if: (a) Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other Act of 1934, as amended (the "Exchange Act") (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a corporation any company owned, directly or indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires of securities of the Company representing 30% or more than 50% of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the 7 (b) The Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve completes a merger or other consolidation of the Company with any other corporation, company, other than (i) a merger or consolidation which would result results in the voting securities of the Company outstanding immediately prior to it thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of 51% or more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or the stockholders (ii) a merger or consolidation effected to implement a recapitalization of the Company approve a plan of complete liquidation (or similar transaction) in which no Person acquires more than 30% of the combined voting power of the Company's then outstanding securities; (c) The Company or an agreement for the completes a sale or disposition by the Company of all or substantially all of its assets; or (d) During any period of twelve months or less, individuals who at the Company's assets. beginning of such period constituted a majority of the Board cease for any reason to constitute a majority of the Board unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. View More
Change of Control. If at 6.1 Notwithstanding any time beginning upon the date other provision of this Warrant and ending on September 29, 2023 Agreement, if a Change of Control occurs, then (as defined below) occurs before the Vesting Date and the Employee has not previously forfeited the Employee's Performance Shares under Section 3, the Company shall, within 5 business days thereafter and subject to applicable tax withholding as provided for in Section 5, issue to the Employee a number of Performance Shares dete...rmined by multiplying the Target Share Amount by a fraction, the numerator of which is the number of days in the period starting on the first day of the Performance Period and ending on the date of the Change in Control and the denominator of which is the number of days in the Performance Period; provided, however, that if the Employee had a Termination of Employment due to Total Disability, Death or Retirement prior to the date of the Change in Control, the number of Performance Shares to be issued shall be equal to the Target Share Amount (as previously adjusted under Section 3.2). Amounts delivered or paid under this Warrant Section 6 shall become immediately exercisable be in accordance with its terms. satisfaction of any and all obligations of the Company to issue Performance Shares under this Agreement. 6.2 For purposes hereof, of this Agreement, a "Change Change of Control" Control shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as if: (a) Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other Act of 1934, as amended (the "Exchange Act") (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a corporation any company owned, directly or indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires of securities of the Company representing 30% or more than 50% of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the 5 (b) The Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve completes a merger or other consolidation of the Company with any other corporation, company, other than (i) a merger or consolidation which would result results in the voting securities of the Company outstanding immediately prior to it thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of 51% or more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or the stockholders (ii) a merger or consolidation effected to implement a recapitalization of the Company approve a plan of complete liquidation (or similar transaction) in which no Person acquires more than 30% of the combined voting power of the Company's then outstanding securities; (c) The Company or an agreement for the completes a sale or disposition by the Company of all or substantially all of its assets; or (d) During any period of twelve months or less, individuals who at the Company's assets. beginning of such period constituted a majority of the Board cease for any reason to constitute a majority of the Board unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. View More
Change of Control. If at any time beginning upon In the date event of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, a "Change of Control" shall mean a change (as defined below) of control the Company that occurs prior to the termination of a nature that would be required this Agreement, the remaining balance of all cash payments and common stock payable to be reported in response to... Item 6(e) of Schedule 14A of Regulation 14A promulgated the Consultant under the Securities Exchange Act terms of 1934, this agreement will be accelerated so as amended (the "Exchange Act"), whether or not to become 300% payable of the remaining term. The Company shall issue to Consultant these shares of common stock on a basis with a value under the terms Section 4 above, based on a weighted average closing price of the month prior to a public disclosure of any change in control event. For purposes of this Section, "Change of Control" of the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) defined as: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan Act of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions 1934, as their ownership of stock of the Company, amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, acquires including beneficial ownership consisting of preferred shares which may or may not be convertible, of securities of the Company representing 25% or more than 50% of the combined total voting power of represented by the Company's then outstanding voting securities; or (ii) a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" will mean directors who either (A) are directors of the Company as of the date hereof, or (B) during any period of two consecutive years (not including any period prior are elected, or nominated for election, to the execution of this Agreement), individuals who at Board with the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote affirmative votes of at least two-thirds a majority of the directors then still in office who either were directors Incumbent Directors at the beginning time of the period such election or nomination (but will not include an individual whose election or nomination for is in connection with an actual or threatened proxy contest relating to the election was previously so approved, cease for any reason of directors to constitute a majority; (C) the Company enters into a definitive agreement, Company); or (iii) the date of the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to it thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% fifty percent (50%) of the combined total voting power of represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company Company; or an agreement for (iv) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company's assets. View More
