Change In Control Event
Example Definitions of "Change In Control Event"
Change In Control Event. Any of the following: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding shares of common stock of the Corporation (the "Outstanding Company Common Stock") or (2) the combined voting power of the then-outstanding voting securities of the
... Corporation entitled to vote generally in the election of directors of the Corporation (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (c)(1), (2) and (3) below; (b) Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director of the Corporation subsequent to the Effective Date whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least three-fourths of the directors of the Corporation then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) 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 of the Corporation or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation's assets directly or through one or more subsidiaries (a "Parent")) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (d) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of a transaction that does not constitute a Change in Control Event under clause (c) above.
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Change In Control Event. Any of the following:
(a) (i) The
acquisition by any individual, entity dissolution or
group (within the meaning of Section 13(d)(3) or 14(d)(2) liquidation of the
Exchange Act (a "Person")) Company, other than in the context of
beneficial ownership (within a transaction that does not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, or other reorganization, with or into, or the
meaning sale of
Rule 13d-3 promulgated under all or substantially all of... the Exchange Act) of 30% Company's business and/or assets as an entirety to, one or more of either (1) the then-outstanding shares of common stock entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result of the Corporation (the "Outstanding Company Common Stock") or (2) the combined voting power Business Combination at least 50% of the then-outstanding outstanding securities voting securities of the Corporation entitled to vote generally in the election of directors of the Corporation surviving or resulting entity or a Parent thereof (the "Outstanding "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders of the Company Voting Securities"); provided, however, that, immediately before the Business Combination; and (B) at least 50% of the members of the board of directors of the entity resulting from the Business Combination were members of the Board at the time of the execution of the initial agreement or of the action of the Board approving the Business Combination. The shareholders before and after the Business Combination shall be determined on the presumptions that (x) there is no change in the record ownership of the Company's securities from the record date for purposes such approval until the consummation of this definition, the following acquisitions shall not constitute Business Combination; and (y) record owners of securities of the Company hold no securities of the other parties to such reorganization. (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than an Excluded Person, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities entitled to then vote generally in the election of Directors of the Company, other than as a Change in Control Event; result of (A) any an acquisition directly from the Corporation, Company, (B) any an acquisition by the Corporation, Company, (C) any an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate of the Corporation Company or a successor, Successor Entity, or (D) any an acquisition by any entity pursuant to a transaction that complies with clauses (c)(1), (2) and (3) below; (b) Individuals who, as which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning of the Effective Date, constitute such period constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of thereof, unless the Board; provided, however, that any individual becoming a director of the Corporation subsequent to the Effective Date whose election, or the nomination for election by the Corporation's stockholders, Company's shareholders, of each new Board member was approved by a vote of at least three-fourths three-quarters of the directors Board members then still in office who were Board members at the beginning of the Corporation then comprising the Incumbent Board such period (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, approved), 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 of the Corporation or other actual or threatened solicitation of proxies or consents by or on behalf of a Person person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation's assets directly or through one or more subsidiaries (a "Parent")) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (d) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of a transaction that does not constitute a Change in Control Event under clause (c) above. Board.
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Change In Control Event.
Any Shall mean any of the
following: (a) The following, provided that such event constitutes a "change in control event" within the meaning of Section 409A of the Code: (i) the acquisition by
any an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a
"Person")) "Person") of beneficial ownership
of any capital stock of the Company after the date hereof if, after such acquisition, such Person... beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% 50% or more of either (1) the then-outstanding shares of common stock of the Corporation (the "Outstanding Company Common Stock") or (2) the combined voting power of the then-outstanding voting securities of the Corporation Company entitled to vote generally in the election of directors of the Corporation (the "Outstanding Company Voting Securities"); provided, however, that, that for purposes of this definition, subsection (i), the following acquisitions shall not constitute a Change in Control Event; (A) Event: (I) any acquisition directly from the Corporation, (B) Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any acquisition by security exercisable for, convertible into or exchangeable for Common Stock, class B common stock, par value $0.001 per share of the Corporation, (C) Company ("Class B Common Stock") or other voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (II) any acquisition by any employee benefit plan (or related trust) sponsored or maintained corporation pursuant to a Business Combination (as defined in paragraph 2(b)(iii) below) which complies with clauses (x) and (y) of subsection (iii) of this definition, (III) any transfer by the Corporation Michael J. Saylor or any affiliate of his affiliates (within the meaning of Rule 12b-2 of the Corporation Exchange Act) (the "MS Affiliates") to Michael J. Saylor or a successor, any MS Affiliate or (D) (IV) any acquisition by Michael J. Saylor or any entity MS Affiliate not pursuant to a transaction Business Combination, except for an acquisition that complies with clauses (c)(1), (2) and (3) below; (b) Individuals who, as results in any of the Effective Date, constitute effects described in paragraph (a)(3)(ii)(B) of Rule 13e-3 under the Exchange Act (or any successor provision) with respect to the Common Stock; or (ii) on any date after Michael J. Saylor and the MS Affiliates cease to own in the aggregate more than 50% of the combined voting power of the Outstanding Company Voting Securities (the "Applicable Date"), there is a change in the composition of the board of the Company (the "Board") that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (the "Incumbent Board") cease for (or, if applicable, the board of directors of a successor corporation to the Company), where the term "Continuing Director" means at any reason date a member of the Board (x) who was a member of the Board on the date immediately prior to constitute the Applicable Date or (y) who was nominated or elected subsequent to the Applicable Date by at least a majority of the Board; directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that any individual becoming a director of the Corporation subsequent to the Effective Date whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least three-fourths of the directors of the Corporation then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) there shall be considered as though such individual were a member of the Incumbent Board, but excluding, for excluded from this purpose, clause (y) any such individual whose initial assumption of office occurs occurred as a result of an actual or threatened election contest with respect to the election or removal of directors of the Corporation or other actual or threatened solicitation of proxies or consents consents, by or on behalf of a Person person other than the Board; (c) Consummation or (iii) the consummation of a merger, consolidation, reorganization, merger, statutory recapitalization or share exchange or consolidation or similar corporate transaction involving the Corporation Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a Company (a "Business Combination"), in each case unless, immediately following such Business Combination, (1) each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities that who were the beneficial owners of the Outstanding Company outstanding shares of the Common Stock and the Class B Common Stock and any other Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, respectively, of the entity resulting from or acquiring corporation in such Business Combination (including, (which shall include, without limitation, an entity that, a corporation which as a result of such transaction, transaction owns the Corporation or all Company or substantially all of the Corporation's Company's assets either directly or through one or more subsidiaries (a "Parent")) subsidiaries) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership of the Common Stock, Class B Common Stock and such other Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) (y) no Person (excluding Michael J. Saylor or any entity resulting from such Business Combination or a Parent or MS Affiliate, any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation or any Person who beneficially owned, directly or indirectly, 50% or more of the Corporation or such entity resulting from such combined voting power of the Outstanding Company Voting Securities prior to the Business Combination or Parent) Combination) beneficially owns, directly or indirectly, 30% 50% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except corporation entitled to vote generally in the election of directors; provided, however, that for the avoidance of doubt, the consummation of any Business Combination that results in any of the effects described in paragraph (a)(3)(ii)(B) of Rule 13e-3 under the Exchange Act (or any successor provision) with respect to the extent that Common Stock shall be deemed not to satisfy the ownership condition set forth in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (d) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of a transaction that does not constitute a Change in Control Event under clause (c) above. (x).
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Change In Control Event.
Any Means any of the following: (a)
Approval by shareholders of the Company (or, if no shareholder approval is required, by the Board alone) of the complete dissolution or liquidation of the Company, other than in the context of a Business Combination that does not constitute a Change in Control Event under paragraph (c) below; (b) The acquisition by any individual, entity or group (within the meaning of
Section Sections 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of beneficial
... ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% 50% or more of either (1) the then-outstanding shares of common stock then outstanding Ordinary Shares of the Corporation Company (the "Outstanding Company Common Stock") Ordinary Shares") or (2) the combined voting power of the then-outstanding then outstanding voting securities of the Corporation Company entitled to vote generally in the election of directors of the Corporation (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this definition, paragraph (b), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation, Company, (B) any acquisition by the Corporation, Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation Company or any affiliate of the Corporation Affiliate or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (c)(1), (2) Business Combination, (E) any acquisition by a Person described in and (3) below; satisfying the conditions of Rule 13d-l (b) Individuals who, as promulgated under the Exchange Act, or (F) any acquisition by a Person who is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Effective Date, constitute Outstanding Company Ordinary Shares and/or the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director of the Corporation subsequent to Outstanding Company Voting Securities on the Effective Date whose election, (or an affiliate, heir, descendant, or nomination for election by the Corporation's stockholders, was approved by a vote related party of at least three-fourths of the directors of the Corporation then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though to 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 of the Corporation or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; Person); (c) Consummation of a reorganization, amalgamation, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation Company or any other entity a majority of its Subsidiaries, whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company (a "Subsidiary"), a 29 sale or other disposition of all or substantially all of the assets of the Corporation, Company, or the acquisition of assets or stock shares of another entity by the Corporation Company or any of its Subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock Ordinary Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding then outstanding ordinary or common shares of common stock and the combined voting power of the then-outstanding then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation Company or all or substantially all of the Corporation's Company's assets directly or through one or more subsidiaries (a "Parent")) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock "Parent")), and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any individual or entity resulting from such Business Combination described in clauses (C), (E) or a Parent or any employee benefit plan (or related trust) (F) of paragraph (b) above) beneficially owns (within the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, 30% or more than 50% of, respectively, the then-outstanding then outstanding ordinary shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding then outstanding voting securities of such entity, except to the extent that the ownership in excess of 30% 50% existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (d) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of provided, however, that a transaction that does shall not constitute a Change in Control Event under clause (c) above. if it is in connection with the underwritten public offering of the Company's securities.
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Change In Control Event. Shall occur if: (i) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) shares of the Company having 30% or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination
... or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.
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Change In Control Event. Shall occur if: (i) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires
(or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) shares of the Company having
30% 25% or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination or any combination of the
... foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction. Company.
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Change In Control Event. Any of the following events: the sale of all or substantially all of the assets of the Company; the failure of the current members of the Company's Board of Directors (the "BOARD") to constitute a majority of the Board; or the sale or other transfer of ownership or voting control of the majority of the voting stock of the Company to any one entity/individual or to a group of affiliated entities/individuals.
Change In Control Event. Shall mean a transaction or a series of related transactions which result in a Person and Affiliates of such Person, other than the Founders (as defined in the Securities Purchase Agreement), acquiring, in the aggregate, 50.1% or more of the Corporation's outstanding voting securities. 16
Change In Control Event. The first to occur of the following events: (a) an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of the then outstanding voting securities of the Company
... entitled to vote generally in the election of directors, excluding, however, the following (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege where the security being so converted was not acquired directly from the Company by the party exercising the conversion privilege, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Company, or (iv) a Related Party Transaction; or (b) a change in the composition of the Board during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the beginning of the two-year period, whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any such individual whose initial assumption of office occurs as a result of or in connection with an actual or threatened solicitation of proxies or consents by or on behalf of an Entity other than the Board shall not be considered a member of the Incumbent Board.
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Change In Control Event. Shall be deemed to have occurred upon, (i) the acquisition by any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership, direct or indirect, of securities of the Company representing more than 50% of the combined voting power -36- of the Company's then outstanding securities or (ii) the acquisition of the Company, or all or substantially all of its assets, by, or the
... combination of the Company or all or substantially all of its assets, with, another "person" (as defined above), unless the acquiring or surviving "person" shall be a corporation more than 50% of the combined voting power of which corporation's then outstanding securities, after such acquisition or combination, are owned, immediately after such acquisition or combination, by the owners of the voting securities of the Company outstanding immediately prior to such acquisition or combination.
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Change In Control Event. Means a transaction or series of transactions by virtue of a merger, consolidation, reorganization, plan of exchange, transfer of equity securities or any other transaction that results in (i) a person or entity acquiring, directly or indirectly, fifty percent (50%) or more of the outstanding equity securities of the Company, or (ii) the Company's stockholders immediately prior to such transaction or series of transactions owning less than a majority of the voting securities of the Company or
... any successor thereto.
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Change In Control Event. Means any transaction or series of transactions that constitutes: (i) a change in the ownership of the Company, within the meaning of Q&A 12 of IRS Notice 2005-1; (ii) a change in effective control of the Company, within the meaning of Q&A 13 of IRS Notice 2005-1; or (iii) a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Q&A 14 of IRS Notice 2005-1.
Change In Control Event. Means any transaction or series of transactions that constitutes both a Change of Control as defined in the Plan and a "change in the ownership" of the Company, a "change in effective control" of the Company, or a "change in the ownership of a substantial portion of the assets" of the Company for purposes of Code Section 409A and applicable IRS guidance promulgated thereunder.
Change In Control Event. Means (a) a merger or consolidation of the Company or a subsidiary with another corporation or other entity, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least a majority of the total voting power of the Company or such surviving entity or its parent outstanding
... immediately after such merger or consolidation, (b) a dissolution or liquidation of the Company, or (c) the sale of substantially all of the assets of the Company. 17
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All Definitions
