Change In Control Definition Example with 13 Variations
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Change In Control. The occurrence of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person,... who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; or (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) 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 prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the CompanyView More
Change In Control. (i) Change in Ownership. The occurrence acquisition by a Person of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), acquires ownership of the stock of the Parent Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided, however, that for... purposes of this subsection, the acquisition of additional stock by Parent Company. However, if any one Person, who Person is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Parent Company, the acquisition of additional stock by the same Person is not considered to cause a change in ownership of the Parent Company will not be considered (or to cause a Change in Control; or (ii) A change in the effective control of the Parent Company). An increase in the percentage of stock owned by any one Person as a result of a transaction in which the Parent Company which occurs acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph. This paragraph applies only when there is a transfer of stock of the Parent Company (or issuance of stock of the Parent Company) and stock in the Parent Company remains outstanding after the transaction; or (ii) Change in Effective Control. (A) The acquisition by any Person, during the 12-month period ending on the date that of the most recent acquisition by such Person, of ownership of stock of the Parent Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Parent Company; or (B) the replacement of a majority of members of the Parent Company's Board is replaced of Directors during any twelve (12) month 12-month period by Directors directors whose appointment or election is not endorsed by a majority of the members of the Parent Company's Board of Directors prior to the date of the appointment or election. For purposes 2 A change in effective control also may occur in any transaction in which either the Parent Company or the other entity involved in the transaction has a "Change in Ownership" under paragraph (i) or "Change in Ownership of this clause, if a Substantial Portion of the Company's Assets" under paragraph (iii). If any one Person is considered to be in effective control own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Parent Company, the acquisition of additional control of the Parent Company by the same Person will is not be considered to cause a Change in Control; or (iii) A change in the ownership effective control of the Parent Company (or to cause a "Change in Ownership" of the Parent Company within the meaning of paragraph (i) above); or (iii) Change in Ownership of a substantial portion Substantial Portion of the Company's assets which occurs on the date that Assets. The acquisition by any Person acquires (or has acquired Person, during the twelve (12) month 12-month period ending on the date of the most recent acquisition by such person or persons) Person, of assets from of the Parent Company that have a total gross fair market value equal to or more than fifty forty percent (50%) (40%) of the total gross fair market value of all of the assets of the Parent Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of acquisition(s). For this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, purpose, gross fair market value means the value of the assets of the Parent Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes No Change in Control shall be deemed to have occurred in the event of a transfer to a related person or as described in Section 409A of the Code. (iv) The definition of Change in Control in this Agreement, and all other terms and provisions of this definition, persons will Agreement, shall be considered interpreted at all times in such a manner as to be acting as a group if they are owners comply with Section 409A of a corporation the Code, meaning that enters into a merger, consolidation, purchase or acquisition no additional income tax is imposed on the Associate pursuant to Section 409A(1)(a) of stock, or similar business transaction with the Company Code. View More
Change In Control. The occurrence of any and shall be deemed to have occurred upon the first to occur of the following events: (i) A change in the ownership of the Company which occurs on the following: (a)The date that any one person, or more than one person acting as a group ('Person'), group, acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total outstanding voting power of the stock of the Company; Company,... provided, however, that for purposes the merger or consolidation of this subsection, the acquisition Company with another entity as a result of additional stock which 50% or more of the outstanding voting securities of the surviving or resulting entity (or of the parent entity of such resulting or surviving entity) shall be owned in the aggregate by any one Person, who is considered the shareholders of the Company immediately prior to own more such merger or consolidation, shall not constitute a Change in Control. (b)The date of the merger or consolidation of the Company with another entity as a result of which less than fifty percent (50%) of the total outstanding voting power securities of the stock surviving or resulting entity (or of the parent entity of such resulting or surviving entity) shall be owned in the aggregate by the shareholders of the Company will not be considered a Change in Control; immediately prior to such merger or (ii) A change in the effective control of the Company which occurs on the consolidation; (c)The date that a majority of members of the Board is are replaced during any twelve (12) month period by Directors directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the (d)The date that any Person one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) 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 owned, directly or indirectly, by the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of acquisitions. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred under this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) paragraph (d) when there is a transfer to an entity that is controlled by the Company's stockholders shareholders of the Company immediately after the transfer, or (B) a transfer. A transfer of assets by the Company to: (1) is not treated as a stockholder change in the ownership of such assets if the assets are transferred to (w) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its shares in the Company' s stock, (2) Company, (x) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) (y) a Person, person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock shares of the Company, or (4) (z) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person person described in this subsection (iii)(B)(3). For purposes (y) of this subsection, gross fair market value means paragraph. This definition of "Change in Control" is intended to be consistent with the value phrase "change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the Company, or the value corporation" as used in Section 409A(a)(2)(A)(v) of the assets being disposed of, determined without regard to any liabilities associated Code and the regulations promulgated thereunder and shall be interpreted and applied in a manner consistent with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company intent. View More
Change In Control. The means the occurrence of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), ("Person"), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, subsection (i), the... acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s Company's stock, (2) an entity, fifty percent (50%) 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Change In Control. The means the occurrence of any of the following events: following: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), ("Person"), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, subsection (i),... the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board (each, a "Director") is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s Company's stock, (2) an entity, fifty percent (50%) 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, definition of Change in Control, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company Company. -6- Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Change In Control. The means the occurrence of any of the following events: following: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), ("Person"), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, subsection (i),... the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board (each, a "Director") is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s Company's stock, (2) an entity, fifty percent (50%) 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, definition of Change in Control, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company Company. -6- Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Change In Control. The occurrence the happening of any of the following events: following: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), group, acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes person or group, possesses more than fifty 50 percent (50%) of the total fair market value or total voting power of the stock of the Company; provided, however, that...for purposes of this subsection, the acquisition of additional stock by if any one Person, who person, or more than one person acting as a group, is considered to own more than fifty 50 percent (50%) of the total fair market value or total voting power of the stock of the Company Company, the acquisition of additional stock by the same person or persons will not be considered a Change in Control; or (ii) A change Control. Notwithstanding the foregoing, an increase in the effective control percentage of stock of the Company owned by any one person, or persons acting as a group, as a result of a transaction in which occurs on the date that a majority Company acquires its stock in exchange for property will be treated as an acquisition of members stock of the Board is replaced Company for purposes of this subsection (i); (ii) during any twelve (12) month period of 12 consecutive months, individuals who at the beginning of such period constituted the Board (together with any new or replacement directors whose election by Directors the Board, or whose appointment or nomination for election is not endorsed by the Company's shareholders, was approved by a vote of at least a majority of the members directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board prior to the date of the appointment or election. For purposes of this clause, if any Person is considered to be directors then in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; office; or (iii) A change in the ownership of any one person, or more than one person acting as a substantial portion of the Company's assets which occurs on the date that any Person group, acquires (or has acquired during the twelve (12) month 12-month period ending on the date of the most recent acquisition by such the person or persons) assets from the Company Company, outside of the ordinary course of business, that have a total gross fair market value equal to or more than fifty 50 percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). acquisitions. For purposes of this subsection, gross subsection (iii), "gross fair market value value" means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes Notwithstanding anything to the contrary in this Agreement, the following shall not be treated as a Change in Control under this subsection (iii): (A) a transfer of this definition, persons will be considered assets from the Company to be a shareholder of the Company (determined immediately before the asset transfer); (B) a transfer of assets from the Company to an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a transfer of assets from the Company to a person, or more than one person acting as a group if they are owners group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or (D) a corporation that enters into a merger, consolidation, purchase or acquisition transfer of stock, or similar business transaction with assets from the Company to an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii)(C) above View More
Change In Control. (i) Change in Ownership. The occurrence acquisition by a Person of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided, however, that for purposes... of this subsection, the acquisition of additional stock by Company. However, if any one Person, who Person is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same Person is not considered to cause a change in ownership of the Company will not be considered (or to cause a Change in Control; or (ii) A change in the effective control of the Company). An increase in the percentage of stock owned by any one Person as a result of a transaction in which the Company which occurs acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph. This paragraph applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction; or (ii) Change in Effective Control. (A) The acquisition by any Person, during the 12- month period ending on the date that of the most recent acquisition by such Person, of ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; or (B) the replacement of a majority of members of the Company's Board is replaced during any twelve (12) month 12-month period by Directors directors whose appointment or election is not endorsed by a majority of the members of the Company's Board prior to the date of the appointment or election. For purposes A change in effective control also may occur in any transaction in which either the Company or the other entity involved in the transaction has a "Change in Ownership" under paragraph (i) or "Change in Ownership of this clause, if a Substantial Portion of the Company's Assets" under paragraph (iii). If any one Person is considered to be in effective control own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional control of the Company by the same Person will is not be considered to cause a Change in Control; or (iii) A change in the ownership effective control of the Company (or to cause a "Change in Ownership" of the Company within the meaning of paragraph (i) above); or (iii) Change in Ownership of a substantial portion Substantial Portion of the Company's assets which occurs on the date that Assets. The acquisition by any Person acquires (or has acquired Person, during the twelve (12) month 12-month period ending on the date of the most recent acquisition by such person or persons) Person, of assets from of the Company that have a total gross fair market value equal to or more than fifty forty percent (50%) (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of acquisition(s). For this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes No Change in Control shall be deemed to have occurred in the event of a transfer to a related person or as described in Section 409A of the Code. (iv) The definition of Change in Control in this Agreement, and all other terms and provisions of this definition, persons will Agreement, shall be considered interpreted at all times in such a manner as to be acting as a group if they are owners comply with Section 409A of a corporation the Code, meaning that enters into a merger, consolidation, purchase or acquisition no additional income tax is imposed on the Participant pursuant to Section 409A(1)(a) of stock, or similar business transaction with the Company Code. View More
Change In Control. The the date of the occurrence of any of the following events: (i) A events, provided that the event constitutes a change in control event within the ownership meaning of Section 409A of the Code: (i) The consummation of any consolidation or merger of the Company with any other entity, other than a transaction which occurs on would result in the date that any voting power of the 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 or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such consolidation or merger; (ii) Any one person, Person, or more than one person Person acting as a group ('Person'), group, acquires ownership of the stock of the Company that, together with the stock held by such Person, Person or group, constitutes more than fifty percent (50%) 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, (A) the acquisition of additional stock by any one Person, Person or group, who is considered to own more than fifty percent (50%) 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or (ii) A change in Control, and (B) if the effective control stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately prior to the change in ownership, the direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (ii). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which occurs on own the date that a Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; (iii) A majority of members of the Board Directors is replaced during any twelve (12) month 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board Directors prior to the date of the appointment or election. For purposes of this clause, if any election; or (iv) Any one Person, or more than one Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered acting as a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person group, acquires (or has acquired during the twelve (12) month 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, subsection (iv), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s Company's stock, (2) an entity, fifty percent (50%) 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). (3) above. For purposes of this subsection, subsection (iv), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons Persons will be considered to be acting as a group if they are owners of a corporation an entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company Company. View More
Change In Control. The the occurrence of any of the following events: (i) (a) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, subsection... (a), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately prior to the change in ownership, direct or (ii) A indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (a). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or (b) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, subsection (b), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) (c) Change in Ownership of a Substantial Portion of the Company's Assets. A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person Person or persons) Persons) 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 prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) (i) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) (ii) a transfer of assets by the Company to: (1) (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s Company's stock, (2) (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). (c)(ii)(C). For purposes of this subsection, subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, Section 2.4, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company's incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Change In Control. The the occurrence of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one... Person, who prior to such acquisition is considered to own more than fifty percent (50%) 50% of the total voting power of the stock of the Company will not be considered a Change in Control; Control and provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this Section 2(f)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, Section 2(f)(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month 12-month period ending on the date of the most recent acquisition by such person Person or persons) Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, Section 2(f)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, transfer or (B) a transfer of assets by the Company to: to (1) a stockholder of the Company (immediately Exhibit 10.1(immediately before the asset transfer) in exchange for or with respect to the Company' s Company's stock, (2) an entity, fifty percent (50%) 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, Person that owns, directly or indirectly, fifty percent (50%) 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in Section 2(f)(iii)(B)(1), (2), or (3). For this subsection (iii)(B)(3). For purposes of this subsection, definition, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. For the avoidance of doubt, wholly-owned subsidiaries of the Company shall not be considered 'Persons' for purposes of this definition, Section 2(f). For purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. For the avoidance of doubt, wholly-owned subsidiaries of the Company shall not be considered 'Persons' for purposes of this Section 2(f). A transaction will not be a Change in Control (i) unless the transaction qualifies as a change in control event within the meaning of Code Section 409A or (ii) if its primary purpose is to (A) change the jurisdiction of the Company's incorporation or (B) create a holding company owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
