Change In Control

Change In Control. Shall have the meaning given to it in Parent's 2022 Equity Incentive Plan; provided, however, that the Merger shall not be considered a Change in Control.

Change In Control. The same meaning provided to it (as of the Execution Date) in the RNI Equity Incentive Plan, as amended.

Change In Control. Means the occurrence of any of the following events: (i) The sale (including in one or more series of related transactions) of all or substantially all of the Employers consolidated assets to a person or group of persons acting in concert (other than a person or group of persons affiliated with the Employer) or, (ii) The sale or transfer (including in one or more series of related transactions) to a person or group of persons acting in concert of Employer's equity securities representing more... than 50% of the combined voting power of the Employer's then outstanding equity securities entitled to vote generally in the election of directors or (iii) The merger or consolidation of the Employer with or into another entity, unless immediately following such transaction , all or substantially all of the persons who were the beneficial owners of the Employer's outstanding voting securities immediately before the transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities (or comparable equity interests) of the surviving or resulting entity (or its parent entity) or, (iv) The sale (including in one or more series of related transactions) of the Employer's intellectual property related to the use of Mitochondrial DNA as a biomarker in the detection and, or surveillance, of human disease to a person or group of persons acting in concert. View More

Change In Control. Will mean and include any of the following: (i) a merger or consolidation of the Company with or into any other corporation or other entity (A) in which the Company is not the surviving entity or (B) in which the Company is the surviving entity but in which holders of the Company's voting securities immediately prior to such merger or consolidation will not continue to hold at least a majority of the outstanding voting securities of the Company; (ii) a sale, lease, exchange or other transfer... (in one transaction or a related series of transactions, but excluding any merger or consolidation not having an effect described in (a) above) of all or substantially all of the Company's assets; or (iii) the acquisition by any person or any group of persons, acting together in any transaction or related series of transactions, of such quantity of the Company's voting securities as causes such person, or group of persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, 50% or more of the combined voting power of the voting securities of the Company other than as a result of (i) an acquisition of securities directly from the Company or (ii) an acquisition of securities by the Company which by reducing the voting securities outstanding increases the proportionate voting power represented by the voting securities owned by any such person or group of persons to 50% or more of the combined voting power of such voting securities; provided that a Change of Control will not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. View More

Change In Control. The first to occur of any of the following; provided, that for any distribution that is subject to Section 409A of the Code, a Change in Control under this Agreement shall be deemed to occur only if such event also satisfies the requirements under Treas. Regs. Section 1.409A-3(i)(5): i.any Person (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding a group... of persons including the Executive , is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company's then-outstanding securities; ii.individuals who, as of January 1, 2022, constituted the Board (the "Incumbent Board"), cease for any reason to constitute a majority thereof (provided, however, that an individual becoming a director subsequent to January 1, 2022 whose election, or nomination for election by the Company's stockholders, was approved by at least a majority of the directors then comprising the Incumbent Board shall be included within the definition of Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual election contest (or such terms used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board); or iii.the stockholders of the Company consummate a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in (x) the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (i.e., the ultimate parent entity if one exists)) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (y) the members of the board of directors of the Company as of the time of the Board's approval of the execution of the initial agreement providing for such merger or consolidation continuing to represent a majority of the board of directors of the Company or such surviving entity (i.e., the ultimate parent entity if one exists) immediately after such merger or consolidation. View More

Change In Control. Of Parent (or Corporation for purposes of Section 12 of the Employment Agreement and benefits related thereto) shall be deemed to have occurred: Certain identified information has been excluded from this exhibit because it both (i) is notmaterial and (ii) would be competitively harmful if publicly disclosed. 12 (i) any merger or consolidation in which voting securities of Parent possessing more than fifty percent (50%) of the total combined voting power of Parent's outstanding securities are... transferred to a person or persons different from the persons holding those securities immediately prior to such transaction and the composition of the board of directors of Parent following such transaction is such that the directors of Parent prior to the transaction constitute less than fifty percent (50%) of the membership of the board of directors of Parent following the transaction; (ii) any acquisition, directly or indirectly, by a person or related group of persons (other than Parent or a person that directly or indirectly controls, is controlled by, or is under common control with, Parent) of beneficial ownership of voting securities of Parent possessing more than fifty percent (50%) of the total combined voting power of Parent's outstanding securities; (iii) any acquisition, directly or indirectly, by a person or related group of persons of the right to appoint a majority of the directors of Parent; and (iv) any sale, transfer or other disposition of all or substantially all of the assets of Parent; provided however, that a Change in Control shall not be deemed to have occurred if such Change in Control results solely from the issuance, in connection with a bona fide financing or series of financings by Parent or any of its Affiliates, of voting securities of Parent or any of its Affiliates or any rights to acquire voting securities of Parent or any of its Affiliates which are convertible into voting securities. This definition of Change in Control is intended to conform to the definitions of "change in ownership of a corporation" and "change in ownership of a substantial portion of a corporation's assets" provided in Treasury regulation Sections 1.409A-3(i)(5)(v) and (vii). View More

Change In Control. For purposes of this Agreement, a 'Change in Control' shall have the meaning as set forth in the Company's 2022 Equity Incentive Plan as in effect on the Effective Date.

Change In Control. For purposes of this Agreement, 'Change in Control' shall have the meaning set forth in Holdings' 2021 Equity Incentive Plan.

Change In Control. Shall have the meaning set forth in the Equity Plan.

Change In Control. Means a "Change in Control" as defined under the Equity Plan as in effect from time to time.