Change in Control Event Definition Example with 4 Variations

This page contains an example definition of Change in Control Event, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Change in Control Event. Any of the following: (i) The dissolution or liquidation of the Company, other than in the context of 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 sale of all or substantially all of the Company's business and/or assets as an entirety to, one or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result of the Business... Combination at least 50% of the outstanding securities voting generally in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders of the Company 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 such approval until the consummation of the 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 result of (A) an acquisition directly from the Company, (B) an acquisition by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Successor Entity, or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so 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 or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. View More
Found in NATURAL GAS SERVICES GROUP INC contract

Variations

Change in Control Event. Any shall mean the occurrence of one or more of the following: following events: (i) The dissolution the acquisition by an individual, entity or liquidation group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Company, other than Securities Exchange Act of 1934, and amended (the 'Exchange Act')) (a 'Specified Person') of beneficial ownership of any capital stock of the Company if, after such acquisition, such Specified Person beneficially owns (within the meaning of Rule 13d-3 under... the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the 'Outstanding Company Common Stock') or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the context election of a transaction directors (the 'Outstanding Company Voting Securities'); provided, however, that does for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, Event: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or other reorganization, with exchange of any security exercisable for, convertible into or into, exchangeable for common stock or the sale of all or substantially all voting securities of the Company's business and/or assets as Company, unless the Specified Person exercising, converting or exchanging such security acquired such security directly from the Company or an entirety to, one underwriter or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result agent of the Company) or (II) any acquisition by any corporation pursuant to a Business Combination at least 50% (as defined below) which complies with clauses (x) and (y) of the outstanding securities voting generally subsection (iii) of this definition; or (ii) a change in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders of the Company 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 composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term 'Continuing Director' means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of the Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of the execution of the initial agreement such nomination or of the action of election or whose election to 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 such approval until the consummation of the 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 was recommended 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 result of (A) an acquisition directly from the Company, (B) an acquisition endorsed by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Successor Entity, or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office directors who were Board members Continuing Directors at the beginning time of such period (including for these purposes, new members whose election nomination or nomination was so approved), but excluding, for election; provided, however, that there shall be 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 or other actual or threatened solicitation of proxies or consents consents, by or on behalf of a person other than the Board. Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a 'Business Combination'), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and 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 securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the 'Acquiring Corporation') in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Specified Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company. 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Found in Endurance International Group Holdings, Inc. contract
Change in Control Event. Any any of the following: (i) The dissolution or liquidation following, provided that such event constitutes a 'change in control event' within the meaning of Section 409A of the Company, other than Code: (i) the acquisition by 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') 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 under the Exchange Act) 50% or more of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the context election of a transaction directors (the 'Outstanding Company Voting Securities'); provided, however, that does for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, Event: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or other reorganization, with exchange of any security exercisable for, convertible into or into, or the sale of all or substantially all of the Company's business and/or assets as an entirety to, one or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result of the Business Combination at least 50% of the outstanding securities voting generally in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders exchangeable for Common Stock, class B common stock, par value $0.001 per share of the Company 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 ('Class B Common Stock') 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 such approval until the consummation of the Business Combination; and (y) record owners of other voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company hold no securities or an underwriter or agent of the other parties Company), (II) any acquisition by any corporation pursuant to such reorganization. a Business Combination (as defined in paragraph 2(b)(iii) below) which complies with clauses (x) and (y) of subsection (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of this definition, (III) any transfer by Michael J. Saylor or any of his affiliates (within the meaning of Rule 12b-2 of the Exchange Act), other than Act) (the 'MS Affiliates') to Michael J. Saylor or any MS Affiliate or (IV) any acquisition by Michael J. Saylor or any MS Affiliate not pursuant to a Business Combination, except for an Excluded Person, becomes acquisition that results in any of the beneficial owner (as defined effects described in paragraph (a)(3)(ii)(B) of Rule 13d-3 13e-3 under the Exchange Act), directly Act (or any successor provision) with respect to the Common Stock; or indirectly, of securities of (ii) on any date after Michael J. Saylor and the Company representing MS Affiliates cease to own in the aggregate more than 50% of the combined voting power of the Company's then outstanding securities entitled to then vote generally Outstanding Company Voting Securities (the 'Applicable Date'), there is a change in the election of Directors composition of the Company, other than as a result board of (A) an acquisition directly from the Company, (B) an acquisition by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or (the 'Board') that results in the Continuing Directors (as defined below) no longer constituting a Successor Entity, or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning majority of such period constituted the Board cease (or, if applicable, the board of directors of a successor corporation to constitute the Company), where the term 'Continuing Director' means at any date a member of the Board (x) who was a member of the Board on the date immediately prior to the Applicable Date or (y) who was nominated or elected subsequent to the Applicable Date by at least a majority thereof, unless of the election, directors who were Continuing Directors at the time of such nomination or election or whose election to the nomination for election Board was recommended or endorsed by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters a majority of the Board members then still in office directors who were Board members Continuing Directors at the beginning time of such period (including for these purposes, new members whose election nomination or nomination was so approved), but excluding, for election; provided, however, that there shall be 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 or other actual or threatened solicitation of proxies or consents consents, by or on behalf of a person other than the Board. Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a 'Business Combination'), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding shares of the Common Stock and 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 combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more 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 and (y) no Person (excluding Michael J. Saylor or any 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 combined voting power of the Outstanding Company Voting Securities prior to the Business Combination) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then-outstanding securities of such 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 Common Stock shall be deemed not to satisfy the condition set forth in clause (x). View More
Found in 3 Contracts from MicroStrategy Incorporated
Change in Control Event. Any any of the following: (i) The (a) Approval by the stockholders of the Company (or, if no stockholder approval is required, by the Board) of the dissolution or liquidation of the Company, other than in the context of 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 sale (b) below; (b) Consummation of all or substantially all of the Company's business and/or assets as an... entirety to, one or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), a Business Combination, unless (A) (1) as a result of the Business Combination at least Combination, more than 50% of the outstanding securities voting generally in the election of directors power of the surviving or resulting entity or a Parent thereof (the "Successor Entity") Successor Entity immediately after the reorganization are, is, or will be, owned, directly or indirectly, by shareholders holders of the Company Company's voting securities immediately before the Business Combination; (2) no 'person' (as such term is used in Sections 13(d) and (B) 14(d) of the Exchange Act), excluding the Successor Entity or an Excluded Person, beneficially owns, directly or indirectly, more than 20% of the outstanding shares or the combined voting power of the outstanding voting securities of the Successor Entity, after giving effect to the Business Combination, except to the extent that such ownership existed prior to the Business Combination; and (3) 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 such approval until the consummation of the Business Combination; and (y) record owners of securities of the Company hold no securities of the other parties to such reorganization. (iii) (c) Any "person" 'person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than an Act, but excluding any Excluded Person, Person) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or 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, voting securities, other than as a result of (A) (1) an acquisition directly from the Company, (B) Company; (2) an acquisition by the Company, (C) Company; or (3) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Successor Entity, Entity; or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) (d) During any period not longer than twelve two consecutive months, years, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, stockholders, of each new Board member was approved by a vote of at least three-quarters two-thirds (2/3) of the Board members then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so 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 or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. Board View More
Found in Occidental Petroleum contract
Change in Control Event. Any The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the following: (i) The dissolution Exchange Act (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% or liquidation more of either (1) the then-outstanding shares of common stock of the Company, other than Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then-outstanding... voting securities of the Company entitled to vote generally in the context election of a transaction that does directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, or other reorganization, with or into, or the sale of all or substantially all of the Company's business and/or assets as an entirety to, one or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless Event; (A) as a result of the Business Combination at least 50% of the outstanding securities voting generally in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders of the Company 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 such approval until the consummation of the 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 result of (A) an any acquisition directly from the Company, (B) an any acquisition by the Company, (C) an any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a Successor Entity, successor, or an (D) any acquisition by any entity pursuant to a transaction which that complies with subsections (iii)(A), (B) and (C) below; (ii) In the event the Board is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, a classified board, a majority of the individuals who at serve in the beginning same class of such period constituted directors that constitute the Board as of the Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, unless of that class of directors, or in the event the Board is not a classified board, members of the Incumbent Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or the nomination for election by the Company's shareholders, of each new Board member stockholders, was approved by a vote of at least three-quarters two-thirds of the directors then comprising the Incumbent Board members then still in office who were Board members at the beginning of such period (including for these purposes, the new members whose election or nomination was so approved), approved, without counting the member and her 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 or other actual or threatened solicitation of proxies or consents by or on behalf of a person Person other than the Board. Board; (iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) 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 Company or all or substantially all of the 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 and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% 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 more than 50% existed prior to the Business Combination, and (C) 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 (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 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Found in Red Robin Gourmet Burgers, Inc. contract
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