Change In Control

Example Definitions of "Change In Control"
Change In Control. Shall have the meaning set forth in the version of the Company's 2015 Equity Incentive Plan in effect on the Effective Date. Notwithstanding the foregoing, a "Change in Control" must also constitute a "change in control event," as defined in Treasury Regulation §1.409A-3(i)(5).
Change In Control. 10.2Change in Control
Change In Control. The occurrence of any of the following after the Closing: (i) the direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the REIT and its Subsidiaries, taken as a whole, to any Exchange Act Person; (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, as of the Closing, constitute the... Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the REIT) whose appointment or election by the Board or nomination for election by the REIT's shareholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Closing or whose appointment, election or nomination for election was previously so approved or recommended; (iii) an Exchange Act Person becomes the "beneficial owner" (as used in Rule 13d-3 under the Exchange Act) of 50% or more of the total voting power of the stock of the REIT; (iv) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the REIT if, immediately after the consummation of such transaction, the shareholders of the REIT immediately prior thereto do not own, directly or indirectly, either outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction; or 9 (v) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the REIT if, immediately after the consummation of such transaction, (A) the shareholders of the REIT immediately prior thereto own, directly or indirectly, either outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction, (B) the Company is not the surviving entity, other than a reorganization or other transaction with an affiliate or (C) at the direction of the counter-party to such transaction, the individuals who were serving as the Chief Executive Officer and Chief Financial Officer of the REIT as of the consummation of such transaction will not continue to serve as the Chief Executive Officer and Chief Financial Officer, respectively, of the REIT or the surviving entity in such transaction (or, if the REIT or the surviving entity is not the parent entity, of the parent entity); provided that if a Change of Control occurs in accordance with this clause (v), and Executive remains employed by the Company or the entity for the Change in Control Period, this clause (v) will terminate and be of no further force or effect. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of a Qualified Event or any transaction or series of integrated transactions primarily intended to change the state of incorporation of the REIT or immediately following which the shareholders of the REIT immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in a Person that owns all or substantially all of the voting securities or assets of the REIT immediately following such transaction or series of transactions. View More
Change In Control. For purposes of this Agreement, "Change in Control" shall have the meaning set forth in the CIC Policy (referenced below).
Change In Control. Of the Company shall be deemed to have occurred in the event that: (i) the Company shall have been sold by either (A) a sale of all or substantially all its assets, or (B) a merger or consolidation, other than any merger or consolidation pursuant to which the Company acquires another entity, or (C) a tender offer, whether solicited or unsolicited; or (ii) any Person or group of Persons, other than the Company, Executive or any of his affiliates, is or becomes the "beneficial owner" (as defined... in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of voting securities of the Company representing 50% or more of the total voting power of all the then-outstanding voting securities of the Company. View More
Change In Control. The meaning set forth in the OIP
Change In Control. The meaning set forth in the Company's 2020 Incentive Award Plan
Change In Control. A "change in control event," as set forth in Treasury Regulation § 1.409A-3(i)(5), with respect to the Executive that occurs after the date of this Agreement
Change In Control. Shall have the same meaning as set forth in the nCino, Inc. 2019 Equity Incentive Plan, as amended and restated effective immediately prior to the completion of the Company's initial public offering or, solely with respect to equity awards outstanding as of the Effective Date, the equity plan and related award agreements pursuant to which such awards were granted.
Change In Control. Shall have the meaning set forth in the Casper Sleep Inc. 2020 Equity Incentive Plan, as in effect on the Effective Date (or any successor equity incentive plan of the Company). Notwithstanding the foregoing, a "Change in Control" must also constitute a "change in control event," as defined in Treasury Regulation §1.409A-3(i)(5).
All Definitions