Change In Control

Change In Control. The term "Change in Control" shall be defined as set forth in the Plan.

Change In Control. Shall mean (a) any transaction or series of related transactions in which Affiliates of Bain (whether by merger, sale of securities, recapitalization, or reorganization) dispose of or sell more than 50% of the total voting power or economic interest in Luxco to one or more Independent Third Parties, (b) any transaction or series of related transactions in which Luxco (whether by merger, sale of securities, recapitalization, or reorganization) disposes of or sells more than 50% of the total... voting power or economic interest in Dutchco to one or more Independent Third Parties, or (c) a sale or disposition of all or substantially all of the assets of Dutchco and its Subsidiaries on a consolidated basis. View More

Change In Control. Shall have the meaning set forth in the Alzheon, Inc. 2018 Incentive Award Plan.

Change In Control. Shall have the meaning provided in the Company's 2013 Equity Incentive Plan.

Change In Control. The meaning described in the Plan.

Change In Control. The meaning set forth in the Severance Plan

Change In Control. The meaning set forth in the Change-in-Control Retention Agreement between the Company and Executive (the "Change-in-Control Retention Agreement")

Change In Control. (i) a sale, conveyance or other disposition of all or substantially all of the assets, property or business of the Company, except where such sale, conveyance or other disposition is to a wholly owned subsidiary of the Company, (ii) a merger or consolidation of the Company with or into another corporation, entity or person, other than any such transaction in which the holders of voting capital stock of the Company outstanding immediately prior to the transaction continue to hold a majority of... the voting capital stock of the Company (or the surviving or acquiring entity) outstanding immediately after the transaction (taking into account only stock of the Company held by such stockholders immediately prior to the transaction and stock issued on account of such stock in the transaction), or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company; provided, however, that a Change in Control shall not include any transaction or series of related transactions (1) principally for bona fide equity financing purposes or (2) effected exclusively for the purpose of changing the domicile of the Company. A series of related transactions shall be deemed to constitute a single transaction for purposes of -5- determining whether a Change in Control has occurred. In addition, if a Change in Control constitutes a payment event with respect to any amount that is subject to Code Section 409A, then the transaction must also constitute a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A. View More

Change In Control. An Acquisition (as such term is defined in the Equity Plan). Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Agreement by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also qualify as a change in ownership or effective control of Terns Cayman or a change in the ownership of a substantial portion of the... assets of Terns Cayman, each as defined 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 IRS guidance that has been promulgated or may be promulgated thereunder from time to time. View More

Change In Control. As defined by Treasury Regulation § 1.409A-3(i)(5), of either the Bank or the Company.