Define: Change of Control
What does "Change of Control" mean? The meaning differs based on the contract. We found 10 definitions across 10 companies in SEC filings.
Definition 1 (CVS HEALTH Corp, seen in 1 filing)
Change of Control means any of the following (i) any Person or "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), (a) shall have or acquire beneficial ownership of securities having 35% or more of the ordinary voting power of the Borrower or (b) shall possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Borrower, whether through the ownership of voting securities, by contract or otherwise or (ii) the Continuing Directors shall cease for any reason to constitute a majority of the board of directors of the Borrower then in office.
Source: CVS HEALTH Corp 10-Q
Definition 2 (CVS HEALTH Corp, seen in 1 filing)
Change of Control means any of the following (i) any Person or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), (a) shall have or acquire beneficial ownership of securities having 35% or more of the ordinary voting power of the Borrower or (b) shall possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Borrower, whether through the ownership of voting securities, by contract or otherwise or (ii) the Continuing Directors shall cease for any reason to constitute a majority of the board of directors of the Borrower then in office.
Source: CVS HEALTH Corp 10-Q
Definition 3 (CARNIVAL CORP, seen in 1 filing)
Change of Control means (i) any person or group (as such terms are used for the purposes of Sections 13(d) and 14(d) of the U.S. Exchange Act), other than Permitted Holders (each, a Relevant Person ) is or becomes the beneficial owner (as such term is used in Rule 13d-3 under the U.S. Exchange Act), directly or indirectly of such capital stock of the Lead Borrower and Carnival plc, in each case as is entitled to exercise or direct the exercise of more than 50% of the rights to vote to elect members of the boards of directors of each of the Lead Borrower and Carnival plc or (ii) the Co-Borrower no longer is a wholly-owned direct or indirect subsidiary of the Lead Borrower or Carnival plc provided (i) such event shall not be deemed a Change of Control so long as one or more of the Permitted Holders have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the boards of directors of the Lead Borrower or.
Source: CARNIVAL CORP 10-Q
Definition 4 (COSTAR GROUP, INC., seen in 1 filing)
Change of Control means the merger of the Company or RIG, or the acquisition, directly or indirectly, of all or substantially all of the Company's or RIG's assets or a controlling interest in the voting shares of the Company or RIG by an unaffiliated party.
Source: COSTAR GROUP, INC. S-1
Definition 5 (AMERICAN TOWER CORP /MA/, seen in 1 filing)
Change of Control means (a) the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of more than fifty percent (50%) of the voting power of the voting stock of either the Company (if the Company is not a Subsidiary of any Person) or of the ultimate parent entity of which the Company is a Subsidiary (if the Company is a Subsidiary of any Person), as the case may be, by way of merger or consolidation or otherwise, or (b) a change shall occur in a majority of the members of the Company’s board of directors (including the Chairman and President) within a year-long period such that such majority shall no longer consist of Continuing Directors.
Source: AMERICAN TOWER CORP /MA/ 10-K
Definition 6 (AMERICAN TOWER CORP /MA/, seen in 1 filing)
Change of Control means (a) the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of more than fifty percent (50%) of the voting power of the voting stock of either the Borrower (if the Borrower is not a Subsidiary of any Person) or of the ultimate parent entity of which the Borrower is a Subsidiary (if the Borrower is a Subsidiary of any Person), as the case may be, by way of merger or consolidation or otherwise, or (b) a change shall occur in a majority of the members of the Borrower’s board of directors (including the Chairman and President) within a year-long period such that such majority shall no longer consist of Continuing Directors.
Source: AMERICAN TOWER CORP /MA/ 10-K
Definition 7 (AMERICAN TOWER CORP /MA/, seen in 1 filing)
Change of Control means a transaction designated by the Board prior to the Closing Date as a Change of Control for purposes of this Severance Plan, such as a sale of stock, a merger or other reorganization, or a sale of all or substantially all of the assets of the Company, that has the result that the majority ownership of the Company or its assets is thereafter held by persons not shareholders of the Company immediately prior to such transaction.
Source: AMERICAN TOWER CORP /MA/ 10-K
Definition 8 (COGNIZANT TECHNOLOGY SOLUTIONS CORP, seen in 1 filing)
Change of Control means an event or series of events by which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but 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) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis.
Source: COGNIZANT TECHNOLOGY SOLUTIONS CORP 10-K
Definition 9 (Cencora, Inc., seen in 1 filing)
Change of Control means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder), of Equity Interests (as defined in the Receivables Sale Agreement) representing more than 35% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests of the Performance Guarantor.
Source: Cencora, Inc. 8-K
Definition 10 (COMCAST CORP, seen in 1 filing)
Change of Control means any transaction or series of transactions that constitutes a change in the ownership or effective control or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A.
Source: COMCAST CORP 10-K
Data extracted from 13 SEC EDGAR filings across 10 companies. Source: Material contracts (Exhibit 10) filed under Regulation S-K.
This page presents definitions found in actual SEC filings for informational purposes. The specific definition appropriate for your contract may vary based on jurisdiction, industry, and specific circumstances. Consult with a qualified attorney for legal advice.