Change in Control Transaction

Change in Control Transaction. Shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; or (ii) any person (as defined in Section 13(d) of the ... Securities Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or (iv) in one or a series of related transactions there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. View More

Change in Control Transaction. Either of the following: (i) The acquisition, by a person or persons acting as a group, of the stock of the Company that, together with other stock held by such person or group, constitutes 50% or more of the total fair market value or total voting power of the Company; provided, however, (i) if a person or persons acting as a group is considered to own 50% or more of the total voting power of the Company as of the Date of Grant specified in your Grant Notice, the acquisition of additional... stock by the same person or persons shall not constitute a Change in Control Transaction; (ii) an increase in the percentage of stock owned by a person or persons acting as a group as a result of a transaction in which the Company acquires its own stock in exchange for property shall be treated as an acquisition of stock for purposes of this Section; (iii) such acquired stock of the Company remains outstanding after the transaction; and (iv) for purposes of this Section, "persons acting as a group" shall be determined by reference to Treas. Reg. Section 1.409A-3(i)(5)(v)(B). (ii) The acquisition, within a twelve month period ending on the date of the most recent acquisition, by a person or persons acting as a group, of the Company's assets having a total gross fair market value (determined without regard to any liabilities associated with such assets) of 40% or more of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions; provided, however, that a Change in Control Transaction shall not occur (i) upon a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer; (ii) if such assets are transferred to a stockholder of the Company immediately before the asset transfer in exchange for Company stock; (iii) if such assets are transferred to an entity of which 50% or more of the total value or voting power is owned, directly or indirectly, by the Company (as determined immediately after the transfer of such assets); (iv) if such assets are transferred to a person or persons acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of the Company (as determined immediately after the transfer of such assets); or (v) if such assets are transferred to an entity of which at least 50% of the total value or voting power is owned, directly or indirectly, by a person described in foregoing clause (iv) (as determined immediately after the transfer of such assets); provided, further, that for purposes of this Section, "persons acting as a group" shall be determined by reference to Treas. Reg. Section 1.409A-3(i)(5)(vii)(C). View More

Change in Control Transaction. Shall mean the acquisition of Beneficial Ownership by any Person or group (excluding any Permitted Holder or any group Controlled by any Permitted Holder) of more than 50% of the aggregate Voting Power of all outstanding classes or series of Capital Stock. For purposes of the definition of "Change in Control Transaction", "Person" and "group" have the meanings given to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term "group" includes any... group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision. View More

Change in Control Transaction. Shall mean any transaction pursuant to which (i) the Company sells, leases, transfers, conveys or otherwise disposes of, in one or more related transactions, all or substantially all of its assets to any person or entity other than existing stockholders and their Affiliates; (ii) any person or group (within the meaning of Section 13(d) of the Exchange Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the 1933 Act), obtains beneficial ownership of or... is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act; provided, that for this purpose the right to acquire beneficial ownership, even if not within 60 days, shall be deemed to convey beneficial ownership) in excess of 50% of the Company's voting power; or (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof. View More

Change in Control Transaction. Shall mean any transaction or series of transactions which occur after the Plan has been adopted by the Board as a consequence of which any person or group of related persons (other than the Investors and their Affiliates) in the aggregate acquires: (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's capital stock, shareholder or... voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided, that, a Change in Control Transaction shall not include a public offering and sale of equity securities of the Company. View More

Change in Control Transaction. Shall have the meaning to be provided or provided in the Note.

Change in Control Transaction. Shall mean (a) a merger of the Company with or into another entity, if, after such merger, the holders of a majority of the Company's voting securities immediately prior to such merger do not hold a majority of the voting securities of the successor entity; (b) the sale by the Company of all or substantially all of its assets; or (c) any transaction in which more than 50% of the voting securities of the Company are transferred to any person who is not a equity holder on the date of the... Initial Closing, in all cases, other than a transaction (or series of related transactions) which is primarily for the purpose of financing or reorganizing the Company. View More

Change in Control Transaction. Means 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), other than the Company, or any of its Subsidiaries or any Investor or Excluded Group (an "Acquiring Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power or economic interests of the then outstanding voting securities of the Company... entitled to vote generally in the election of directors; provided, however, that any transfer from any Investor or Excluded Group will not result in a Change in Control if such transfer was part of one or a series of related transactions the effect of which, absent the transfer to such Acquiring Person by the Investor or Excluded Group, would not have resulted in the acquisition by such Acquiring Person of 35% or more of the combined voting power or economic interests of the then outstanding voting securities; or (b) the individuals who at the beginning of any 12 consecutive month period following the Closing constituted a majority of the directors of the Company (the "Incumbent Majority") cease for any reason to constitute at least a majority of such directors; provided that (I) any individual becoming a director whose election, or nomination for election by the Company's stockholders 12 pursuant to this Agreement, was approved by a vote of the stockholders having the right to designate such director pursuant to this Agreement and (II) any director whose election to the Board or whose nomination for election by the stockholders of the Company was approved by the Incumbent Majority, shall, in each such case, be considered as though such individual were a member of the Incumbent Majority, but excluding, as a member of the Incumbent Majority, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) and further excluding any person who is an affiliate or associate of an Acquiring Person having or proposing to acquire beneficial ownership of 25% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; or (c) the approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Company or its parent immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or its parent resulting from such reorganization, merger or consolidation; or (d) the sale or other disposition of assets representing 50% or more of the assets of the Company and its subsidiaries in one transaction or series of related transactions. View More

Change in Control Transaction. A Change in Control, as such term is defined in the Plan, that occurs on or after the Date of Grant.