Change In Control

Change In Control. Shall mean one or more of the following: (i) the consummation of the acquisition by any entity, person, or group (other than the Company, an Affiliate, or an employee benefit plan maintained by the Company or any Affiliate) of beneficial ownership of the capital stock of the Company representing more than 50% of the outstanding voting stock of the Company; or (ii) the consummation of a transaction requiring stockholder approval for the acquisition of the Company by the purchase of stock or... assets, or by merger, or otherwise. For purposes of this Agreement, only the first Change in Control occurring after the Effective Date will be a "Change in Control." View More

Change In Control. (i) the direct or indirect sale, transfer or conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries (taken as a whole) to any Person (or group of Persons acting in concert); (ii) the consummation of any transaction or related series of transactions (including any merger, share purchase, recapitalization, redemption, issuance of capital... stock or consolidation) the result of which is that any Person (or group of Persons acting in concert) becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act or any similar provision) of a majority of the economic interest in the Company; or (iii) any transaction or series of related transactions which results in (A) the Permira Funds ceasing to have the ability to elect a majority of the members of the Board or (B) the shareholders of the Company immediately before such transaction or series of related transactions owning (together with their Affiliates) securities representing 50% or less of the combined voting power of the outstanding voting securities of the entity surviving or resulting from such transaction or series of related transactions View More

Change In Control. The consummation of a transaction or a series of the transactions in which more than fifty percent (50%) of the shares of stock of the Company are sold, transferred or conveyed, whether by purchase of securities, merger, consolidation, or otherwise

Change In Control. Shall have the meaning set forth in the Company's 2014 Equity Incentive Plan, as it may be amended from time to time; provided that to the extent required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a "change in the ownership or effective control of" the Company or "a change in the ownership of a substantial portion of the assets of" the Company as determined under Treasury Regulations Section... 1.409A-3(i)(5) (without regard to any alternative definition thereunder). View More

Change In Control. Has the meaning ascribed to it in the Company's 2014 Equity Incentive Plan.

Change In Control. Means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events (excluding in any case transactions in which the Company or its successors issues securities to investors primarily for capital raising purposes): (i) the acquisition by a third party of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then-outstanding securities other than by virtue of a merger,... consolidation or similar transaction, (ii) a merger, consolidation or similar transaction following which the stockholders of the Company immediately prior thereto do not own at least fifty percent (50%) of the combined outstanding voting power of the surviving entity (or that entity's parent) in such merger, consolidation or similar transaction; (iii) the dissolution or liquidation of the Company; or (iv) the sale, lease, exclusive license or other disposition of all or substantially all of the assets 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). View More

Change In Control. '‘Change in Control" shall have the meaning ascribed to the term "Deemed Liquidation Event" in the Company's Fourth Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 21, 2010, as may be amended from time to time, and provided that to the extent necessary for compliance with Section 409A of the Internal Revenue Code of l986, as amended (the ‘‘Code"), no transaction will be a Change in Control for purposes of this Agreement... unless such transaction is also a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets as described in Treasury Regulation Section 1.409A-3(i)(5). View More

Change In Control. The occurrence of a change in control event (within the meaning of Section 409A) with respect to Morgans Hotel Group Co.

Change In Control. Shall be deemed to have occurred if: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the voting power of the then outstanding securities of the Company, and such person owns more aggregate voting power of the Company's then outstanding securities entitled to vote generally in the election... of directors than any other person; (ii) The consummation of (x) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to 50% or more of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (y) a sale or other disposition of all or substantially all of the assets of the Company, or (z) a liquidation or dissolution of the Company; or (iii) A change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period ("Incumbent Directors") or (B) have been elected or nominated for election as Board members during such period by at least two-thirds of the Incumbent Directors who were still in office at the time the Board approved such election or nomination; provided that any individual who becomes a Board member subsequent to the beginning of such period and whose election or nomination was approved by two-thirds of the Board members then comprising the Incumbent Directors will be considered an Incumbent Director View More

Change In Control. A "Change in Control" shall be deemed to have occurred as of the first day that any one or more of the following conditions has been satisfied after the Effective Date: (i) any Person (other than (A) those Persons in control of USB as of the Effective Date, (B) a trustee or other fiduciary holding securities under an employee benefit plan of USB or (C) a corporation or holding company owned directly or indirectly by the shareholders of USB in substantially the same proportions as their... ownership of stock of USB) becomes the Beneficial Owner of securities of the Company representing more than 50% of the combined voting power of USB's then outstanding securities; or (ii) consummation of the sale or disposition of all or substantially all of the assets of USB; or (iii) consummation of a merger, consolidation or reorganization of USB with or involving any other corporation, other than a merger, consolidation or reorganization that results in the voting securities of USB outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) greater than 50% of the combined voting power of the voting securities of USB (or the surviving entity, or an entity that as a result of such transaction owns USB or other surviving entity or all or substantially all of USB's assets either directly or through one or more subsidiaries) outstanding immediately after such merger, consolidation or reorganization. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which the Employee participates in a capacity other than in the Employee's capacity as an employee or director of USB, the Bank or any affiliate or as a shareholder of USB. View More