Change In Control Definition Example with 4 Variations
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Change In Control. Any one of the following: (1) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding Voting Securities, except that the following will not constitute a Change in Control: (A) any acquisition of securities of the Company by an Exchange Act Person directly or indirectly from the Company for the purpose of providing financing... to the Company; (B) any formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this Plan; or (C) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of more than 50% of the Company's Voting Securities. If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of more than 50% of the combined voting power of the Company's Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred. (2) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board. (3) The consummation of a Corporate Transaction unless, immediately following such Corporate Transaction, (i) all or substantially all of the Persons who were the beneficial owners of the Company's Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, at least 60% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity (or its Parent) resulting from such Corporate Transaction in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company's Voting Securities, or (ii) at least 60% of the directors of the surviving or acquiring entity (or its Parent) are Continuing Directors. Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409AView More
Change In Control. Any unless otherwise provided in an Agreement, one of the following: (1) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more than 50% of the combined voting power of the Company's then outstanding Voting Securities, except that the following will not constitute a Change in Control: (A) any acquisition of securities of the Company by an Exchange Act Person directly or indirectly from... the Company for the purpose of providing financing to the Company; (B) any formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this Plan; or (C) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of 30% or more than 50% of the Company's Voting Securities. If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of 30% or more than 50% of the combined voting power of the Company's Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred. (2) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board. (3) The consummation of a A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, (i) all or substantially all of the Persons individuals and entities who were the beneficial owners of the Company's Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, at least 60% more than two-thirds of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity (or its Parent) resulting from such Corporate Transaction (including beneficial ownership through the ultimate Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company's Voting Securities, Securities; (ii) no Exchange Act Person beneficially owns, directly or (ii) indirectly, 30% or more of the Voting Securities of the entity resulting from such Corporate Transaction; and (iii) at least 60% a majority of the directors members of the surviving board of directors (or comparable governors) of the entity resulting from such Corporate Transaction were Continuing Directors at the time of the initial agreement, or acquiring entity (or its Parent) are Continuing Directors. the action of the Board, providing for such Corporate Transaction. Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) 2(g) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A View More
Change In Control. Any unless otherwise provided in an Agreement, any one of the following: (1) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of equity securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding Voting Securities, except that the following will not constitute a Change in Control: (A) (i) any acquisition of Company equity securities of the Company by an Exchange Act Person... directly or indirectly from the Company for the purpose of providing financing to the Company; (B) Company, (ii) any formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this Plan; or (C) Plan, (iii) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of more than 50% of the Company's Voting Securities. Securities, or (iv) with respect to any particular Participant, any acquisition of securities of the Company by the Participant, any Group including the Participant, or any entity controlled by the Participant or a Group including the Participant. If, however, an Exchange Act Person or Group referenced in clause (A), (B) (i), (ii) or (C) (iii) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of more than 50% of the combined voting power of the Company's Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred. (2) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board. (3) The consummation of a A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, (i) all or substantially all of the Persons individuals and entities who were the beneficial owners of the Company's Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, at least 60% more than 50% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity (or its Parent) resulting from such Corporate Transaction (including indirect beneficial ownership through any Parent of such entity) in substantially the same proportions as their ownership, ownership of Company Voting Securities immediately prior to such Corporate Transaction, of the Company's Voting Securities, or (ii) at least 60% of the directors of the surviving or acquiring entity (or its Parent) are Continuing Directors. Transaction. Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A View More
Change In Control. Any one of the following: (1) (i) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 35% or more than 50% of the combined voting power of the Company's then outstanding Voting Securities, except that the following will not constitute a Change in Control: (A) any acquisition of securities of the Company by an Exchange Act Person directly or indirectly from the Company for the purpose of providing... financing to the Company; (B) any formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this Plan; or (C) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of 35% or more than 50% of the Company's Voting Securities. If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of 35% or more than 50% of the combined voting power of the Company's Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred. (2) (ii) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board. (3) The consummation of a (iii) A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, (i) all or substantially all of the Persons individuals and entities who were the beneficial owners of the Company's Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, at least 60% 65% or more of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity (or its Parent) resulting from such Corporate Transaction (including beneficial ownership through the ultimate Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company's Voting Securities, or (ii) at least 60% of the directors of the surviving or acquiring entity (or its Parent) are Continuing Directors. Securities. Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A View More
Change In Control. Any one of the following: (1) An Exchange Act Person any individual, entity or Group (a "Person") becomes the beneficial owner (within the meaning of a "beneficial owner" (as defined in Rule 13d-3 or any successor rule under the Exchange Act) Act), directly or indirectly, of securities of the Company representing 30% or more than 50% of the combined voting power of the Company's then outstanding Voting Securities, except that the following will shall not constitute a Change in Control: (A) any... acquisition of securities of or beneficial ownership by the Company or a Subsidiary; (B) any acquisition or beneficial ownership by an Exchange Act Person directly any employee benefit plan (or related trust) sponsored or indirectly from maintained by the Company for the purpose of providing financing to the Company; (B) or one or more Subsidiary; (C) any formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this Plan; Plan, or (C) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of 30% or more than 50% of the Company's Voting Securities. If, however, an Exchange Act Securities, in either case so long as such Person or Group referenced in clause (A), (B) or (C) above acquires does not acquire beneficial ownership of additional Company Voting Securities after the Person initially becoming became the beneficial owner of 30% or more than 50% of the combined voting power of the Company's Voting Securities by one of the means described in those clauses, this clause (C); or (D) any acquisition of beneficial ownership by any entity with respect to which, immediately following such acquisition, more than 70% of the combined voting power of such entity's then a Change outstanding Voting Securities is beneficially owned, directly or indirectly, by all or substantially all of the Persons who beneficially owned the Company's Voting Securities immediately prior to such acquisition in Control will be deemed substantially the same proportions as their ownership of the Company's Voting Securities immediately prior to have occurred. such acquisition; (2) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board. Board; or (3) The consummation of a Corporate Transaction unless, immediately following such Corporate Transaction, (i) all or substantially all of the Persons who were the beneficial owners of the Company's Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, at least 60% more than 70% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity (or its Parent) resulting from such Corporate Transaction in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company's Voting Securities, or (ii) at least 60% of the directors of the surviving or acquiring entity (or its Parent) are Continuing Directors. Securities. Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A View More
