Change in Control

Example Definitions of "Change in Control"
Change in Control. A Change in Control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in... Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior to such a merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all the Company's assets. View More
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Change in Control. A Change in Control shall Shall be deemed to have occurred if (i) any "person" (as "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), amended (the "Exchange Act"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or... becomes the "beneficial owner" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more a majority of the total voting power represented by the Company's then outstanding Voting Securities, or voting securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute constituted the Board of Directors of the Company and Board, together with any new director directors whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors, or Board, (iii) the stockholders of the Company approve a merger or consolidation or a sale of all or substantially all of the Company Company's assets with any other corporation, or to another entity, other than a merger merger, consolidation or consolidation which asset sale that would result in the Voting Securities holders of the Company Company's outstanding voting securities immediately prior to such a merger or consolidation thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% a majority of the total voting power represented by the Voting Securities voting securities of the Company or such surviving or successor entity outstanding immediately after such merger thereafter, or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all the Company's assets. Company. View More
Change in Control. A Change in Control shall Shall be deemed to have occurred if (i) any "person" (as "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), amended (the "Exchange Act"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or... becomes the "beneficial owner" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more a majority of the total voting power represented by the Company's then outstanding Voting Securities, or voting securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute constituted the Board of Directors of the Company and Board, together with any new director directors whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors, or Board, (iii) the stockholders of the Company approve a merger or consolidation or a sale of all or substantially all of the Company Company's assets with any other corporation, or to another entity, other than a merger merger, consolidation or consolidation which asset sale that would result in the Voting Securities holders of the Company Company's outstanding voting securities immediately prior to such a merger or consolidation thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% a majority of the total voting power represented by the Voting Securities voting securities of the Company or such surviving or successor entity outstanding immediately after such merger thereafter, or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all the Company's assets. Company. View More
Change in Control. (a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such... continuing or surviving entity; (b) The sale, transfer or other disposition of all or substantially all of the Company's assets; (c) A Change change in Control the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either: (i) Had been directors of the Company on the date 24 months prior to the date of such change in the composition of the Board (the 'Original Directors'); or (ii) Were appointed to the Board, or nominated for election to the Board, with the affirmative votes of at least a majority of the aggregate of (A) the Original Directors who were in office at the time of their appointment or nomination and (B) the directors whose appointment or nomination was previously approved in a manner consistent with this Paragraph (ii); or (d) Any transaction as a result of which any person is the 'beneficial owner' (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the 'Exchange Act')), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of this Subsection (d), the term 'person' shall be deemed to have occurred if (i) any "person" (as such term is the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock the Common Stock of the Company, Company. A transaction shall not constitute a Change in Control if its sole purpose is or becomes to change the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities State of the Company representing 20% Company's incorporation or more of to create a holding company that will be owned in substantially the total voting power represented same proportions by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals persons who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by held the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding securities immediately prior to before such a merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all the Company's assets. transaction. View More
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Change in Control. Shall be deemed to have occurred if: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of its directors (the "Outstanding Company Voting Securities"); provided,... however, that for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, including without limitation, a public offering of securities; (B) any acquisition by the Company or any of its "affiliates" (as defined in Rule 12b-2 of the General Rules of the Exchange Act); or (C) any acquisition by any employee benefit plan or related trust sponsored or maintained by the Company or any of its affiliates; (ii) Individuals who constitute the Board as of the date of this Agreement (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 Company subsequent to the date of this agreement whose election to the Board, or nomination for election by the Company's stockholders, was approved by a vote of (A) at least a majority of the directors then comprising the Incumbent Board, (B) a vote of at least a majority of any nominating committee of the Board, which nominating committee was designated by a vote of at least a majority of the directors then comprising the Incumbent Board, or (C) in the case of a director appointed to fill a vacancy in the Board, at least a majority of the directors entitled under Section 6 of Article VII of the Certificate of Incorporation to elect such director (so long as at least a majority of such directors voting in favor of the director filling the vacancy are themselves members of (or considered to be pursuant to this definition members of) the Incumbent Board) 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 is in connection with an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies of consents by or on behalf of a person other than the Board; (iii) Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of Outstanding Company Voting Securities immediately prior to such Business Combination are the beneficial owners, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity resulting from the Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) (the "Successor Entity") in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Voting Securities; or (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. A "Change in Control" will not be deemed to have occurred for purposes of this Agreement until the transaction (or series of transactions) that would otherwise be considered a "Change in Control" closes. View More
Change in Control. Shall be deemed The first to have occurred if: occur of any of the following events: (i) Any "person" any person (as such term is used defined in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) Exchange Act), excluding for this purpose, (A) the Company or any subsidiary of the Company, or (B) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the... Company for or pursuant to the terms of any such plan, which acquires beneficial ownership of voting securities of the Company, is or becomes the "beneficial owner" beneficial owner (as defined in Rule 13d-3 under the Exchange Act) Act), directly or indirectly of thirty securities of the Company representing more than fifty percent (30%) or more (50%) of the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of its directors (the "Outstanding Company Voting Securities"); securities; provided, however, that for purposes of this definition, the following acquisitions shall not constitute a no Change in Control: (A) Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or (ii) persons who, as of the Effective Date, constitute the Board (the Incumbent Directors) cease for any acquisition directly from the Company, reason, including without limitation, as a public offering result of securities; (B) any acquisition by the Company a tender offer, proxy contest, merger or any of its "affiliates" (as defined in Rule 12b-2 of the General Rules of the Exchange Act); or (C) any acquisition by any employee benefit plan or related trust sponsored or maintained by the Company or any of its affiliates; (ii) Individuals who constitute the Board as of the date of this Agreement (the "Incumbent Board") cease for any reason similar transaction, to constitute at least a majority of the Board; provided, however, thereof, provided that any individual person becoming a director of the Company subsequent to the date of this agreement whose Effective Date shall be considered an Incumbent Director if such person’s election to the Board, or nomination for election by the Company's stockholders, was approved by a vote of (A) at least a majority of the directors then comprising the Incumbent Board, (B) a vote of at least a majority of any nominating committee of the Board, which nominating committee was designated by a vote of at least a majority of the directors then comprising the Incumbent Board, or (C) in the case of a director appointed to fill a vacancy in the Board, at least a majority of the directors entitled under Section 6 of Article VII of the Certificate of Incorporation to elect such director (so long as at least a majority of such directors voting in favor of the director filling the vacancy are themselves members of (or considered to be pursuant to this definition members of) the Incumbent Board) shall be considered as though such individual were a member fifty percent (50%) of the Incumbent Board, Directors; but excluding, for this purpose, provided further, that any such individual person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of members of the directors of the Company Board or other actual or threatened solicitation of proxies of or consents by or on behalf of a person (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board; Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (iii) Consummation consummation of a reorganization, merger, merger or consolidation to which the Company is a party or a sale or other disposition of all or substantially all at least eighty percent (80%) of the assets of the Company (a "Business Combination"), Business Combination), unless, in each case, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of Outstanding outstanding voting securities of the Company Voting Securities immediately prior to such Business Combination are the beneficial owners, beneficially own, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity Company resulting from the such Business Combination (including, without limitation, a corporation which company which, as a result of such transaction transaction, owns the Company or all or substantially all of the Company's Company’s assets either directly or through one or more subsidiaries) (the "Successor Entity") in substantially the same proportions as their ownership ownership, immediately prior to such Business Combination Combination, of the Outstanding Company Voting Securities; outstanding voting securities of the Company; or (iv) Approval approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. A "Change in Control" will not be deemed to have occurred for purposes of this Agreement until the transaction (or series of transactions) that would otherwise be considered a "Change in Control" closes. View More
Change in Control. Shall be deemed to have occurred if: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) if any of the following events shall occur: i. The acquisition by any 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")) becomes (a "Person") of beneficial ownership (within the "beneficial owner" (as defined in meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%)... 15% or more of either: (A) the then-outstanding shares of common stock of the Corporation (the "Corporation Common Stock") or (B) the combined voting power of the then outstanding then-outstanding voting securities of the Company Corporation entitled to vote generally in the election of its directors (the "Outstanding Company Voting Securities"); ("Voting Stock"); provided, however, that for purposes of this definition, subsection (i), the following acquisitions shall not constitute a Change in Control: (A) (1) any acquisition directly from the Company, including without limitation, a public offering of securities; (B) Corporation, (2) any acquisition by the Company or any of its "affiliates" (as defined in Rule 12b-2 of the General Rules of the Exchange Act); or (C) Corporation, (3) any acquisition by any employee benefit plan or (or related trust trust) sponsored or maintained by the Company Corporation or any Subsidiary of its affiliates; (ii) the Corporation, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(b); or ii. Individuals who constitute the Board who, as of the date of this Agreement (the "Incumbent Board") hereof, constitute the Board cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a director of the Company subsequent to the date of this agreement hereof whose election to the Board, election, or nomination for election by the Company's stockholders, Corporation's shareholders, was approved by a vote of (A) at least a majority of the directors then comprising the Incumbent Board, (B) a vote of at least a majority of any nominating committee of the Board, which nominating committee was designated by a vote of at least a majority of the directors then comprising the Incumbent Board, Board (either by a specific vote or (C) in the case of a director appointed to fill a vacancy in the Board, at least a majority by approval of the directors entitled under Section 6 of Article VII proxy statement of the Certificate of Incorporation Corporation in which such person is named as a nominee for director, without objection to elect such director (so long as at least a majority of such directors voting in favor of the director filling the vacancy are themselves members of (or considered to be pursuant to this definition members of) the Incumbent Board) nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, excluding for this purpose, any such individual whose initial assumption of office is in connection with occurs as a result of an actual or threatened election contest relating (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies of or consents by or on behalf of a person Person other than the Board; (iii) or iii. Consummation of a reorganization, merger, merger or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company Corporation (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners owners, respectively, of Outstanding Company the Corporation Common Stock and Voting Securities Stock immediately prior to such Business Combination are the beneficial owners, beneficially own, directly or indirectly, of more than fifty percent (50%) 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the outstanding then-outstanding voting securities entitled to vote generally in the election of directors directors, as the case may be, of the corporation or other entity resulting from the such Business Combination (including, without limitation, a corporation an entity which as a result of such transaction owns the Company Corporation or all or substantially all of the Company's Corporation's assets either directly or through one or more subsidiaries) (the "Successor Entity") in substantially the same proportions relative to each other as their ownership ownership, immediately prior to such Business Combination Combination, of the Outstanding Company Corporation Common Stock and Voting Securities; Stock of the Corporation, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or (iv) any employee benefit plan (or related trust) sponsored or maintained by the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 15% 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 corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination 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 shareholders of the Company Corporation of a complete liquidation or dissolution of the Company. A "Change in Control" will not be deemed to have occurred for purposes of this Agreement until the transaction (or series of transactions) that would otherwise be considered a "Change in Control" closes. Corporation. View More
Change in Control. Shall be deemed Deemed to have occurred if: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) occur upon the earliest to occur after the date of this Agreement of any of the Securities Exchange Act following events: (i) Acquisition of 1934, as amended (the "Exchange Act")) Shares by Third Party. Other than an affiliate of Churchill Sponsor IX LLC, any Person (as defined below) who is or becomes the "beneficial owner" (as defined in Rule 13d-3 under Beneficial Owner, directly or... indirectly, of securities of the Exchange Act) of thirty Company representing fifteen percent (30%) (15%) or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company's securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition; (ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the "Continuing Directors"), cease for any reason to constitute at least a majority of the members of the Board; (iii) Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (a "Business Combination"), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of its directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, including without limitation, a public offering of securities; (B) any acquisition by the Company or any of its "affiliates" (as defined in Rule 12b-2 of the General Rules of the Exchange Act); or (C) any acquisition by any employee benefit plan or related trust sponsored or maintained by the Company or any of its affiliates; (ii) Individuals who constitute the Board as of the date of this Agreement (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 Company subsequent to the date of this agreement whose election to the Board, or nomination for election by the Company's stockholders, was approved by a vote of (A) at least a majority of the directors then comprising the Incumbent Board, (B) a vote of at least a majority of any nominating committee of the Board, which nominating committee was designated by a vote of at least a majority of the directors then comprising the Incumbent Board, or (C) in the case of a director appointed to fill a vacancy in the Board, at least a majority of the directors entitled under Section 6 of Article VII of the Certificate of Incorporation to elect such director (so long as at least a majority of such directors voting in favor of the director filling the vacancy are themselves members of (or considered to be pursuant to this definition members of) the Incumbent Board) 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 is in connection with an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies of consents by or on behalf of a person other than the Board; (iii) Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of Outstanding Company Voting Securities immediately prior to such Business Combination are the beneficial owners, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity resulting from the such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) (the "Successor Entity") Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination Combination, of the Outstanding Company Voting Securities; securities entitled to vote generally in the election of directors; (2) Other than an affiliate of Churchill Sponsor IX LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (iv) Approval Liquidation. The approval by the stockholders shareholders of the Company of a complete liquidation or dissolution of the Company. A "Change in Control" will not be deemed to have occurred for purposes of this Agreement until the transaction (or Company or an agreement or series of transactions) agreements for the sale or disposition by the Company of all or substantially all of the Company's assets, other than factoring the Company's current receivables or escrows due (or, if such shareholder approval is not required, the decision by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions); or (v) Other Events. There occurs any other event of a nature that would otherwise be considered required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a "Change in Control" closes. response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement. View More
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Change in Control. Means a change in control of the Company occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), whether or not the Company is then subject to such reporting requirement provided, however, that, without limitation, such a Change in Control shall be deemed to... have occurred if after the date hereof (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a person who is an officer or director of the Company on the date hereof (and any of such person’s affiliates), is or becomes “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which (A) members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter or (B) the voting securities of the Company outstanding immediately prior to such transaction do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such transaction with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board. View More
Change in Control. Means a A change in control of the Company occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on or any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), (the “Act”), whether or not the Company is then subject to such reporting requirement requirement; provided, however, that, without limitation, such a Change... in Control shall be deemed to have occurred if after the date hereof (i) any “person” or “group” (as such term is terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a person who is an officer or director of the Company on the date hereof (and any Act) not presently in possession of such person’s affiliates), beneficial ownership 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 50% [twenty (20%)] or more of the combined voting power of the Company’s then outstanding securities of the Company without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which (A) members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter or (B) the voting securities of the Company outstanding immediately prior to such transaction do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such transaction with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s shareholders stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period or whose election or nomination for election was previously so approved) period) cease for any reason to constitute at least a majority of the Board. View More
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Change in Control. Shall be deemed to take place if hereafter any one or a combination of the following occur, provided such events or circumstances also constitute a change in ownership or effective control or a sale of substantially all of the assets of the Company under Section 409A: (i) any "Person" or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Act"), other than the Company or any of its Affiliates, becomes a beneficial owner (within the meaning of... Rule 13d-3 as promulgated under the Act), directly or indirectly, in one or a series of transactions, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; (ii) the consummation of a merger or consolidation of the Company with any other Person (other than a member of the Company and/or its Affiliates), other than a merger or consolidation which would result 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) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) within twelve (12) months after a tender offer or exchange offer for voting securities of the Company (other than by the Company) the individuals who were directors of the Company immediately prior thereto shall cease to constitute a majority of the Board; or (iv) there occurs a closing of a sale or other disposition by the Company of all or substantially all of the assets of the Company other than to one or more of the Company's Affiliates. View More
Change in Control. Means (i) the acquisition by a third party or group of third parties of the beneficial ownership of a majority of then-outstanding voting securities or equity of a Party, provided that such third party or group of third parties are not (A) Affiliates of such Party nor (B) beneficial owners of a majority of then-outstanding voting securities or equity of such Party as of the Effective Date of this Agreement, (ii) the execution of a definitive agreement for, or the consummation of, a... reorganization, merger, consolidation, sale or other disposition of all or a substantial portion of the assets of a Party, (iii) the approval by a Party’s management or beneficial owners of a complete liquidation or dissolution of such Party, or (iv) a merger or transfer or all or substantially all a Party’s assets to another entity and at the time of such merger or consolidation the merging, surviving, resulting or transferee entity fails to assume all obligations and covenants of this Agreement satisfactory to the Party which is not the subject of the merger or transfer, provided, however, that Vivakor’s transaction with Empire Diversified Energy, Inc., contemplated to occur in 2024, will not be deemed to constitute a Change in Control View More
Change in Control. Means the occurrence of any one (1) or more of the following: 2.3.1.any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding Voting Securities; 2.3.2.during any period of twelve (12) consecutive months, individuals who at the... beginning of such period constituted the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; 2.3.3.the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or legal entity and such merger or consolidation of the Company with such other corporation or legal entity is consummated, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being 2 converted into Voting Securities of the surviving entity) at least seventy percent (70%) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or 2.3.4.any Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s). View More
Change in Control. Shall mean the occurrence of any one of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company;(ii) the approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;(iii) any person becomes after the effective date of this Agreement the... “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of (A) 20% or more, but not 50% or more, of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors, unless the transaction resulting in such ownership has been approved in advance by the Continuity Directors, or (B) 50% or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Continuity Directors);(iv) a merger or consolidation to which the Company is a party if the stockholders of the Company immediately prior to effective date of such merger or consolidation have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), immediately following the effective date of such merger or consolidation, of securities of the surviving corporation representing (A) more than 50%, but less than 80%, of the combined voting power of the surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance by the Continuity Directors, or (B) 50% or less of the combined voting power of the surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Continuity Directors);(v) the Continuity Directors cease for any reason to constitute at least a majority of the Board; or (vi) any other change in control of the Company of a nature that would be required to be reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or not the Company is then subject to such reporting requirement. View More
Change in Control. The meaning ascribed to such term in the Stock Plan
Change in Control. (i) a merger, consolidation, reorganization, or similar transaction with or into CLS Holdings USA, Inc. or in which securities of CLS Holdings USA, Inc. are issued, as a result of which the holders of Voting Securities immediately before such event own, directly or indirectly, immediately after such event less than fifty percent (50%) of the combined voting power of the outstanding voting securities of the parent corporation resulting from, or issuing its voting securities as part of, such... event; (ii) a complete liquidation or dissolution of CLS Holdings USA, Inc.; or (iii) the sale or other disposition of more than fifty percent (50%) of the assets of CLS Holdings USA, Inc. (on a consolidated basis) to any Person View More
Change in Control. The meaning set forth in the Company's 2020 Equity Incentive Plan.
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