Change In Control Definition Example with 4 Variations

Change In Control. For purposes of all Awards at means, and shall be deemed to take place upon the time outstanding under the Plan, a change in ownership or control of the Company effected through the consummation occurrence of any of the following transactions: events: (i) The acquisition, directly or indirectly, by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Company or a merger, consolidation person... that directly or other reorganization approved indirectly controls, is controlled by, or is under, control with the Company or an employee benefit plan maintained by the Company's stockholders, unless Company or such person, of beneficial ownership (as defined in Rule 13d-3 of the said Act) of securities of the Company that results in such person or related group of persons beneficially owning securities representing 50% or more than fifty percent (50%) of the total combined voting power of the Company's then-outstanding securities; (ii) A merger, recapitalization, consolidation, or other similar transaction to which the Company is a party, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the successor corporation surviving entity or a parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior before the transaction; (iii) A merger, recapitalization, consolidation or other transaction to such transaction, (ii) which the Company is a party or the sale, transfer or other disposition of all or substantially all of the Company's assets, (iii) assets if, in either case, the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a group within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power members of the Company's securities (as measured in terms Board of Directors immediately prior to consummation of the power to vote with respect to the election of Board members) outstanding immediately after the transaction do not, upon consummation of such transaction or series the transaction, constitute at least a majority of related transactions, whether such transaction involves a direct issuance from the Company board of directors of the surviving entity or the acquisition of outstanding securities held by one or more of entity acquiring the Company's existing stockholders, assets, as the case may be, or (iv) a parent thereof (for this purpose, any change in the composition of the Company's Board of Directors that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction); or (iv) A change in the composition of the Company's Board of Directors over a period of twelve (12) twenty-four (24) consecutive months or less (commencing after the Company's initial public offering of common stock) such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) (a) have been Board members continuously since the beginning of such period or (B) (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members who were described in clause (A) (a) or who were previously so elected or approved and who were still in office at the time the Board approved such election or nomination. In no event, however, shall a Change in Control be deemed to occur upon a merger, consolidation or other reorganization effected primarily to change the State of the Company's incorporation or to create a holding company structure pursuant to which the Company becomes a wholly-owned subsidiary of an entity whose outstanding voting securities immediately after its formation are beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to the formation of such entity View More

Change In Control. For purposes what the term (or a term of all Awards at like import) is expressly defined to mean in a then-effective employment agreement between the time outstanding under Participant and the Plan, Company, or in the absence of any such then-effective agreement or definition, means a change in the ownership or control of the Company effected through the consummation of any of the following transactions: (i) (1) a merger, consolidation or other reorganization approved by the Company's... stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction, (ii) a transaction; (2) any stockholder-approved sale, transfer or other disposition of all or substantially all of the Company's assets, (iii) the closing of assets; (3) any transaction or series of related transactions pursuant to which any person or any group of persons comprising a group "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of the 1934 Act 1934, as amended (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing) thirty percent (30%) or more than fifty percent (50%) of the total combined voting power of the Company's securities (as measured in terms of (determined by the power to vote with respect to the election elections of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company's existing stockholders, stockholders; or (iv) (4) a change in the composition of the Board over a period of twelve (12) eighteen (18) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, ceases to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period period; (5) approval by the Company's stockholders of a complete liquidation or (B) have been elected or nominated for election as Board members during such period by at least a majority dissolution of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination. In no event, however, shall a Change in Control be deemed to occur upon a merger, consolidation or other reorganization effected primarily to change the State of the Company's incorporation or to create a holding company structure pursuant to which the Company becomes a wholly-owned subsidiary of an entity whose outstanding voting securities immediately after its formation are beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to the formation of such entity Company. View More

Change In Control. For purposes of all Awards at the time outstanding under the Plan, a change in ownership or control of the Company effected through the consummation of any of the following transactions: (i) (a) a merger, consolidation consolidation, statutory exchange or other reorganization approved by the Company's stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the successor corporation are immediately... thereafter beneficially owned, owned directly or indirectly and in substantially the same proportion, proportion , by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction, (ii) a sale, transfer or other disposition of all or substantially all of the Company's assets, (iii) the closing of transaction; (b) any transaction or series of related transactions pursuant to which any person or any group of persons comprising a group "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of the 1934 Act 1934, as amended (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing) thirty percent (30%) or more than fifty percent (50%) of the total combined voting power of the Company's securities (as measured in terms of (determined by the power to vote with respect to the election elections of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, transactions , whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company's existing stockholders, stockholders; (c) the stockholders of the Company shall approve a plan of complete liquidation of the Company or (iv) an agreement for the sale, transfer or disposition by the Company of all or a substantial portion of the Company's assets to another person or entity which is not a wholly-owned subsidiary of the Company (i.e., fifty percent (50%) or more of the total assets of the Company); (d) a change in the composition of the Company's Board of Directors over a period of twelve (12) eighteen (18) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, ceases to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination. In no event, however, shall a Change in Control be deemed to occur upon a merger, consolidation or other reorganization effected primarily to change the State of the Company's incorporation or to create a holding company structure pursuant to which the Company becomes a wholly-owned subsidiary of an entity whose outstanding voting securities immediately after its formation are beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to the formation of such entity View More

Change In Control. For purposes of all Awards at the time outstanding under the Plan, a change in ownership or control of the Company effected through the consummation shall be deemed to have occurred upon of any of the following transactions: events: (i) The acquisition, directly or indirectly, by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Company or a merger, consolidation person that directly or other reorganization approved indirectly controls, is controlled by, or is under, control with the Company or an employee benefit plan maintained by the Company's stockholders, unless Company or such person, of beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of securities of the Company that results in such person or related group of persons beneficially owning securities representing 30% or more than fifty percent (50%) of the total combined voting power of the Company's then-outstanding securities; (ii) A merger, recapitalization, consolidation, or other similar transaction to which the Company is a party, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the successor corporation surviving entity or a parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior before the transaction; (iii) A sale, transfer or disposition of all or substantially all of the Company's assets, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Company's assets or parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately before the transaction; (iv) A merger, recapitalization, consolidation or other transaction to such transaction, (ii) which the Company is a party or the sale, transfer or other disposition of all or substantially all of the Company's assets, (iii) assets if, in either case, the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a group within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power members of the Company's securities (as measured in terms Board of Directors immediately prior to consummation of the power to vote with respect to the election of Board members) outstanding immediately after the transaction do not, upon consummation of such transaction or series the transaction, constitute at least a majority of related transactions, whether such transaction involves a direct issuance from the Company board of directors of the surviving entity or the acquisition of outstanding securities held by one or more of entity acquiring the Company's existing stockholders, assets, as the case may be, or (iv) a parent thereof (for this purpose, any change in the composition of the Company's Board of Directors that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction); or (v) A change in the composition of the Company's Board of Directors over a period of twelve (12) thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) (a) have been Board members continuously since the beginning of such period or (B) (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members who were described in clause (A) (a) or who were previously so elected or approved and who were still in office at the time the Board approved such election or nomination. In nomination; provided, however, that no event, however, shall a Change in Control shall be deemed to occur upon a merger, consolidation for purposes of this Plan if the result of the transaction is to give more ownership or other reorganization effected primarily control of the Company to change any person or related group of persons who held securities representing more than thirty percent (30%) of the State combined voting power of the Company's incorporation or to create a holding company structure pursuant to which the Company becomes a wholly-owned subsidiary outstanding securities as of an entity whose outstanding voting securities immediately after its formation are beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to the formation of such entity January 27, 2010. View More