What is a change of control of a public company?

A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of

Is a change of control a transfer?

1. Transfer of Percentage of Company Stock. A change of control typically includes the transfer of a certain percentage of the target company's issued and outstanding shares from the target company to the acquirer. Usually, the required percentage exceeds 50%, but it may be lower or higher.

What is a change of control transaction?

Change of Control Transaction means the occurrence of any (i) merger or consolidation of the Company with or into another entity, unless the holders of the Company's securities immediately prior to such transaction or series of transactions continue to hold at least 50% of such securities following such transaction or

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Tarrant Texas Ratification of change in control agreements with copy of form of change in control agreement

Name: Tarrant Texas Ratification of change in control agreements with copy of form of change in control agreement
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Corporations - Public - Officer and Employee

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Multi-State

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Tarrant

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US-CC-15-147

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This is a Ratification of Change in Control Agreement form, to be used across the United States. A ratification adopts an agreement through actions in the agreement's favor, rather than by a formal adoption in the bylaws.

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Control Transaction means any transaction or series of transactions whereby the Company or a controlling interest in the Company is acquired by another Person (whether by purchase, merger, consolidation or sale of all or substantially all of the Company's consolidated assets).

Parties normally seek to include provisions in an agreement that allow for either termination or an adjustment of their rights, such as payment, upon a change of structure or ownership of the other party. This is known as a change of control clause.

A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of

Change in control agreements are contracts that outline pay and benefits an executive will receive in the event of a change in company ownership. They are also sometimes known as golden parachutes, as they provide protection for executives if they are forced out after a company takeover.

1. Transfer of Percentage of Company Stock. A change of control typically includes the transfer of a certain percentage of the target company's issued and outstanding shares from the target company to the acquirer. Usually, the required percentage exceeds 50%, but it may be lower or higher.

Related Definitions Change of Control Waivers means the waiver agreements entered into between the Company and certain specified employees of the Company, in substantially the form attached hereto as Exhibit D or as may be mutually agreed by the Company and the Purchaser.

The general rule is that change of control of a corporate entity is not an assignment by operation of law, and therefore does not violate a basic anti-assignment provision.

A change of control provision is an agreement where a party has certain rights, such as payment, consent, or termination. This is often related to a change in management or ownership of the opposite party.

Change of Control Payments means any payment (including any benefit or transfer of property) in the nature of compensation, to or for the benefit of the Executive under any arrangement which is partially or entirely contingent on a Change of Control, or is deemed to be contingent on a change of control or ownership of

Change of Control Consent means any applicable governmental or third-party authorizations, approvals, consents or waivers required for the continuation by EVERTEC of its exercise of any Company IP Agreement or to otherwise make use of such Third Party Intellectual Property following the Effective Date.

Change of Control Transaction means the occurrence of any (i) merger or consolidation of the Company with or into another entity, unless the holders of the Company's securities immediately prior to such transaction or series of transactions continue to hold at least 50% of such securities following such transaction or

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Might render their equity stake in the company's future value-less . (b) The membership of the local district boards shall constitute the.Legislative Council of the Alabama High School Athletic Association. We do not anticipate any substantial change in the nature of our business. Seniority Earned Under Previous Collective Bargaining Agreements. SPED teachers are responsible for changing diapers and soiled clothing for SPED students in the SPED or general education bathroom.

Tarrant Texas Ratification of change in control agreements with copy of form of change in control agreement

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