Change In Control Definition Example with 5 Variations
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Change In Control. Any of the following, unless the Administrator provides otherwise: (i) any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately before such transaction); (ii) the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary of... the Company); (iii) the acquisition of beneficial ownership of a controlling interest (including power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) the dissolution or liquidation of the Company; (v) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, at the time an Award is granted or thereafter, by the Board or a Committee. Notwithstanding the foregoing, the term "Change in Control" shall not include any underwritten public offering of Shares registered under the ActView More
Change In Control. Any any of the following, unless the Administrator provides otherwise: Committee determines otherwise in a specific instance: (i) any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately before such transaction); (ii) the sale of all or substantially all of the Company's assets to any other... person or entity (other than a wholly-owned subsidiary of the Company); (iii) the acquisition of beneficial ownership of a controlling interest (including power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) the dissolution or liquidation of the Company; (v) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, at the time an Award is granted or thereafter, by the Board or a Committee. Notwithstanding the foregoing, the term "Change in Control" shall not include any underwritten public offering of Shares registered under the Act Committee View More
Change In Control. Any any of the following, unless the Administrator provides otherwise: (i) i. any merger or consolidation (other than a merger or consolidation in which 50% of the voting power of the voting securities of the surviving entity is controlled by the shareholders of the Company immediately prior to the transaction) in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders shareholders did not own all or substantially all of the... Common Stock in substantially the same proportions as immediately before prior to such transaction); (ii) transaction), ii. the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) subsidiary), iii. the acquisition of beneficial ownership of a controlling interest (including (including, without limitation, power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) Act), iv. the dissolution or liquidation of the Company; (v) Company, or v. a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; Board. A transaction shall not constitute a Change in Control if it is effected for the purpose of changing the place of incorporation or (vi) any other event specified, at form of organization of the time ultimate parent entity (including where the Company is succeeded by an Award is granted issuer incorporated under the laws of another state, country or thereafter, by foreign government for such purpose and whether or not the Board Company remains in existence following such transaction) where all or a Committee. substantially all of the persons or group that beneficially own all or substantially all of the combined voting power of the Company's voting securities immediately prior to the transaction beneficially own all or substantially all of the combined voting power of the Company in substantially the same proportions of their ownership after the transaction. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the term "Change deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in Control" this Section 2(j) with respect to such Award (or portion thereof) shall not include any underwritten public offering only constitute a Change in Control for purposes of Shares registered under the Act payment timing of such Award if such transaction also constitutes a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(5). View More
Change In Control. Any any of the following, unless the Administrator provides otherwise: (i) i. any merger or consolidation (other than a merger or consolidation in which 50% of the voting power of the voting securities of the surviving entity is controlled by the shareholders of the Company immediately prior to the transaction) in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders shareholders did not own all or substantially all of the... Common Stock in substantially the same proportions as immediately before prior to such transaction); (ii) transaction), ii. the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) subsidiary), iii. the acquisition of beneficial ownership of a controlling interest (including (including, without limitation, power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) Act), iv. the dissolution or liquidation of the Company; (v) Company, or v. a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, at the time an Award is granted or thereafter, by the Board or a Committee. Notwithstanding the foregoing, the term "Change in Control" shall not include any underwritten public offering of Shares registered under the ActView More
Change In Control. Any any of the following, unless the Administrator Committee provides otherwise: (i) any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately before such transaction); (ii) the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned... subsidiary of the Company); (iii) the acquisition of beneficial ownership of a controlling interest (including power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) the dissolution or liquidation of the Company; (v) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, at the time an Award is granted or thereafter, by the Board or a the Committee. Notwithstanding the foregoing, the term "Change in Control" shall not include any underwritten public offering of Shares registered under the Act Act. Notwithstanding the foregoing, to the extent necessary to prevent the imposition of additional taxes under Section 409A, a Change in Control must also constitute a Change in Control Event. View More
Change In Control. Any shall mean any of the following, unless the Administrator provides otherwise: (i) any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately before prior to such transaction); (ii) the sale of all or substantially all of the Company's assets to any other person or entity (other than a... wholly-owned subsidiary of the Company); subsidiary); (iii) the acquisition of beneficial ownership of a controlling interest (including (including, without limitation, power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); or (iv) the dissolution or liquidation of the Company; (v) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, at the time an Award is granted or thereafter, by the Board or a Committee. Company. Notwithstanding the foregoing, the term "Change in Control" shall not include any underwritten under written public offering of Shares registered under the Securities Act of 1933, as amended. View More
