Change In Control

Change In Control. The meaning ascribed to such term in the Stock Plan

Change In Control. (i) a merger, consolidation, reorganization, or similar transaction with or into CLS Holdings USA, Inc. or in which securities of CLS Holdings USA, Inc. are issued, as a result of which the holders of Voting Securities immediately before such event own, directly or indirectly, immediately after such event less than fifty percent (50%) of the combined voting power of the outstanding voting securities of the parent corporation resulting from, or issuing its voting securities as part of, such... event; (ii) a complete liquidation or dissolution of CLS Holdings USA, Inc.; or (iii) the sale or other disposition of more than fifty percent (50%) of the assets of CLS Holdings USA, Inc. (on a consolidated basis) to any Person View More

Change In Control. Means (a) the sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries to a Third Party Purchaser (as defined in the LLC Agreement); (b) a sale resulting in no less than a majority of the Company's Units on a Fully Diluted Basis being held by a Third Party Purchaser; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a Third Party Purchaser that results in the inability of the Members to designate or... elect a majority of the Directors (or its equivalent) of the resulting entity or its parent company. View More

Change In Control. Shall mean the occurrence of any of the following events, provided the Change in Control also constitutes a change in the ownership of the TC Bancshares, Inc., a Georgia bank holding company and the parent company of the Bank (the “Company”), or in a substantial portion of the assets of the Company, as applicable, within the meaning of Section 409A of the Code. (i) During any twelve (12)-month period, the individuals who are members of the Board of Directors of the Company immediately before... the beginning of such twelve (12)-month period (the “Incumbent Board”) cease for any reason to constitute at least 50% of such board during that twelve (12)-month period; provided, however, that if the election, or nomination for election by the Bank’s shareholders, of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; (ii) Upon the consummation of any acquisition, merger, consolidation, reorganization or other similar transaction immediately after which the shareholders of the Company immediately before such transaction own less than 50% of the total fair market value or total voting power of the Company or the Person resulting from such transaction if not the Company; provided, however, that the event described in this Subsection (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or Bank, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or Bank, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities; (iii) When any Person or more than one Person acting as a group acquires, or has acquired during any twelve (12)-month period) more than 50% of the total gross fair market value of the assets of the Company or the Bank immediately prior to such acquisition or acquisitions, including without limitation stock or assets of the Bank. View More

Change In Control. Means any of the occurrences listed in (i) below, subject to (ii) and (iii) below. (i) A Change in Control shall be deemed to have occurred if: (A) Any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s then... outstanding securities; (B) A merger, consolidation, sale of assets, reorganization, or proxy contest is consummated and, as a consequence of which, members of the Corporation’s Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; (C) During any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Corporation (including for this purpose any new director whose election or nomination for election by the Corporation’s shareholders was approved by a vote of at least one-half of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors; or (D) A merger, consolidation or reorganization is consummated with any other corporation pursuant to which the shareholders of the Corporation immediately prior to the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than fifty percent (50%) of the combined voting power of the voting securities entitled to vote in the election of directors of the merged, consolidated or reorganized entity. (ii) Notwithstanding the foregoing, no trust department or designated fiduciary or other trustee of such trust department of the Corporation or a subsidiary of the Corporation, or other similar fiduciary capacity of the Corporation with direct voting control of the stock shall be treated as a person or group within the meaning of subsection (i)(A) hereof. Further, no profit-sharing, employee stock ownership, employee stock purchase and savings, employee pension, or other employee benefit plan of the Corporation or any of its subsidiaries, and no trustee of any such plan in its capacity as such trustee, shall be treated as a person or group within the meaning of subsection (i)(A) hereof. (iii) Notwithstanding anything contained in this Agreement to the contrary, if Executive’s employment is terminated prior to a Change in Control and Executive reasonably demonstrates that such termination was at the request of or in response to a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, and who subsequently effectuates a Change in Control, then for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such termination of Executive’s employment. View More

Change In Control. The meaning set forth in the Company’s 2014 Equity Incentive Plan. The 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)

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

Change In Control. (e) "Change in Control" shall, unless the applicable Plan Agreement states otherwise or contains a different definition of "Change in Control," be deemed to occur upon the consummation of any transaction or series of related transactions (whether by merger, consolidation, conversion or otherwise) in which any Person, or group of Persons acting in concert, acquires (i) more than 50% of the outstanding Units or other equity securities of the Company (or securities convertible into or exchangeable... for such securities) representing more than 50% of the voting power of the Company or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided that for purposes of the Plan, the acquisition of securities pursuant to an offer made to the public via an effective registration statement filed with the Securities and Exchange Commission shall not constitute a Change in Control. Notwithstanding the foregoing, with respect to any Award that is characterized as "nonqualified deferred compensation" within the meaning of Section 409A of the Code, an event shall not be considered a Change in Control under the Plan for purposes of payment of such Award unless such event is also a "change in ownership" or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A of the Code. View More

Change In Control. Has the meaning set forth in the Equity Incentive Plan.

Change In Control. Shall have the meaning set forth in the Company's 2022 Incentive Award Plan, as in effect on the Effective Date, provided, that effective as of the Pricing Date, "Change in Control" shall have the meaning set forth in the 2024 Plan.