Change In Control

Change In Control. A transaction or series of related transactions pursuant to which an entity that directly or indirectly obtains ownership of more than fifty percent (50%) of the voting securities of CG, provided that (i) CG is the surviving or continuing entity in the event of any merger, combination, conversion, reorganization, or similar transaction that constitutes all or part of such Change in Control and (ii) no assets of CG relating to the Licensed IP are assigned, transferred or sold in connection with... such transaction or series of related transactions constituting such Change in Control. View More

Change In Control. The occurrence of any one of the following: (i) any "person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, an Affiliate, or a Company employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the "beneficial owner" (as defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding... securities; (ii) the solicitation of proxies (within the meaning of Rule 14a 1(k) under the Exchange Act and any successor rule) with respect to the election of any director of the Company where such solicitation is for any candidate who is not a candidate proposed by a majority of the Board in office prior to the time of such election; or (iii) the dissolution or liquidation (partial or total) of the Company or a sale of assets involving 30% or more of the assets of the Company, or any merger or reorganization of the Company, whether or not another entity is the survivor, or other transaction pursuant to which the holders, as a group, of all of the shares of the Company outstanding prior to the transaction hold, as a group, less than 70% of the shares of the Company outstanding after the transaction View More

Change In Control. (i) when any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Rule 13d-3 under the Exchange Act) of any voting security of the Company and immediately after such acquisition such Person is, directly or indirectly, the Beneficial Owner of voting securities representing 30% or more of the total voting power of all of the then-outstanding voting securities of the Company. (ii) when the individuals (A)... who, as of the effective date of the Plan, constitute the Board (the "Original Directors") or (B) who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in office (such directors becoming "Additional Original Directors" immediately following their election) or (C) who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming "Additional Original Directors" immediately following their election) (such individuals being the "Continuing Directors"), cease for any reason to constitute a majority of the members of the Board; (iii) upon the consummation of a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding voting securities, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by holders of at least 75% of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or (iv) upon the consummation of a complete liquidation of the Company or a sale or disposition by the Corporation of all or a substantial portion of the Company's assets (i.e., 50% or more of the total assets of the Company) View More

Change In Control. (a) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that any person, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than the Company or any of its subsidiaries, has become the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the... combined voting power of the Company's then outstanding voting securities in a transaction or series of transactions; or (b) the Continuing Directors (as defined below) cease to constitute a majority of the Board; or (c) the shareholders of the Company approve: (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation; or (ii) any consolidation or merger of the Company following which either the Company or a corporation that, prior to the merger or consolidation, was a subsidiary of the Company, shall be the surviving entity and a majority of the then outstanding voting securities of the Company (the Outstanding Company Voting Securities) is owned by a Person or Persons (as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) who were not beneficial owners of a majority of the Outstanding Company Voting Securities immediately prior to such merger or consolidation; other than, in the case of (i) or (ii) above, a merger of the Company in which shareholders of the Company immediately prior to the merger have the same proportionate ownership of stock of the surviving corporation immediately after the merger; or (d) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (e) any plan of liquidation or dissolution of the Company; or (f) the majority of the Continuing Directors determine in their sole and absolute discretion that there has been a change in control of the Company. View More

Change In Control. A change "in the ownership or effective control" or "in the ownership of a substantial portion of the assets" of the Company or the Bank, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended; provided however, that an internal reorganization of the Company or the Bank shall not constitute a Change in Control.

Change In Control. The meaning ascribed to it in the Avantor, Inc. 2019 Equity Incentive Plan

Change In Control. (1) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company's then outstanding securities; provided, however, that the term "Person" shall not include (A) the Company, (B) any employee benefits plan of the Company, (C) a... trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (D) a subsidiary of a corporation owned, directly or indirectly, by the Shareholders in substantially the same proportions as their ownership of voting securities of the Company, or (E) General John T. Chain, Jr. or Edward P. Evans; or (2) individuals who, as of the Date of Grant, constitute the Board (the "Incumbent Board Members") cease for any reason during any 12-month period to constitute more than 50 percent of the members of the Board and the election or appointment of the members of the Board who are not Incumbent Board Members were not endorsed by a majority of the Incumbent Board Members; provided, however, that any individual becoming a director subsequent to the date hereof whose election, nomination for election or appointment was approved by a vote of at least two-thirds of the directors then constituting Incumbent Board Members, shall be considered as though such individual were an Incumbent Board Member; or (3) a sale or disposition of all or substantially all of the Company's assets to any other corporation or other legal person occurs View More

Change In Control. Shall be deemed to occur at such time after the date of this Agreement that the following event occurs: Vestar Capital Partners V, L.P. and its affiliates cease to own, directly or indirectly, securities of the Company or any successor thereto representing 50% or more of the combined voting power of the Company's or such successor's then outstanding securities.

Change In Control. Shall be consistent with regulations issued under Code Section 409A and shall mean the occurrence of a "Change in the Ownership of the Company" or a "Change in the Ownership of a Substantial Portion of the Company's Assets." (i) "Change in the Ownership of the Company" means the acquisition by any one person, or more than one person acting as a group, of the outstanding and issued shares of common stock ("Shares") of the Company that, together with Shares held by such person or group,... constitutes more than 50 percent of the total voting power of the Shares (however, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total voting power of the Shares, the acquisition of additional Shares by the same person or group shall not constitute a Change in the Ownership of the Company). (ii) "Change in the Ownership of a Substantial Portion of the Company's Assets" occurs when any one person, or more than one person acting as a group, acquires (or has acquired during the 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 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. Notwithstanding the foregoing, (a) in no event shall any acquisition of Shares or other securities of the Company by White Deer Energy L.P. or any of its affiliates, whether occurring before or after the date of this Plan or (b) the sale by the Company of all or part of the membership interest in PostRock KPC Pipeline, LLC ("KPC") and/or all or part of the assets held by KPC constitute a Change in Control hereunder View More

Change In Control. Any change in ownership or control of the Company effected through a transaction or series of transactions (other than an Initial Public Offering or other offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than the Company, any of... its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company's securities outstanding immediately after such acquisition. View More