Change In Control. Change in Control shall have the meaning set forth in Section 2.1(f) of the 2006 Incentive Plan, without regard to the last paragraph thereof (which follows Section 2.1(f)(iv)); provided, however, that for purposes of Paragraph 7 below (relating to certain severance payments within 24 months after a Change in Control), Change in Control shall mean a change in control event within the meaning of that term in Treas. Reg. ยง 1.409A-3(i)(5)(i).
Change In Control. (a) the Company is merged or consolidated or reorganized into or with another corporation, person or entity (including, without limitation, a merger in which the Company is the surviving entity) and, as a result of such transaction, the holders of the Company's Common Stock immediately before the transaction, as a group, hold less than 50% of the combined voting power of the outstanding securities of the surviving entity immediately after the transaction; (b) the Company's Common Stock is... acquired in a share exchange pursuant to Section 55-11-02 of the General Statutes of North Carolina and, as a result of such transaction, the holders of the Company's Common Stock immediately before the transaction, as a group, hold less than 50% of the combined voting power of the outstanding securities of the acquiring corporation immediately after the transaction; (c) the Company sells or otherwise transfers assets having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company) of more than 50% of the Company's total assets, as reflected on the most recent audited consolidated balance sheet of the Company, and, as a result of such transaction, neither the Company nor the holders of the Company's Common Stock immediately before the transaction, as a group, hold 50% or more of the combined voting power of the outstanding securities of the transferee immediately after the transaction; (d) there is a report filed on Schedule 13D or Schedule 14D-1 of the Securities Exchange Act of 1934, as amended, by a person (other than a person that satisfies the requirements of Rule 13d-1(b)(1) under the Exchange Act for filing such report on Schedule 13G), which report as filed discloses that any person (as the term person is used in Section 13(d) and Section 14(d) of the Exchange Act) has become the beneficial owner (as the term beneficial owner is defined under Rule 13d-3 under the Exchange Act) of securities representing more than 50% of the Company's Common Stock (whether by purchase, recapitalization of the Company or otherwise); or (e) if during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred for purposes of the Plan if the Company or any Company-sponsored employee benefit plan (or any trustee of any such plan on its behalf) files or becomes obligated to file a report or proxy statement disclosing beneficial ownership by a Company-sponsored employee benefit plan of more than 50% of the Company's Common Stock. Further notwithstanding the foregoing, with respect to any Award that constitutes a nonqualified deferred compensation plan within the meaning of Section 409A, Change in Control shall mean a change in the ownership of the corporation, a change in effective control of the corporation or a change in the ownership of a substantial portion of the assets of the corporation, as such terms are defined in Section 409A.View More
Change In Control. Change in Control as defined in the Plan. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction or occurrence constitutes a change in ownership or effective control within the meaning of Section 409A(a)(2)(A)(v) of the Code
Change In Control. A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirements; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any person (as such term is used in section 13(d) and 14(d) of the Exchange Act) ("Person") is or... becomes beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30 percent or more of the combined voting power of the Company's then outstanding securities; or (ii) during any period of two consecutive years, the following persons (the "Continuing Directors") cease for any reason to constitute a majority of the Board: individuals who at the beginning of such period constitute the Board and new Directors each of whose election to the Board or nomination for election to the Board by the Company's security holders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the security holders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation that would result in the voting securities of the Company outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of such surviving entity) more than 50 percent of the combined voting power of the voting securities of the Company or of such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation that is approved by a Board having a majority of its members persons who are Continuing Directors, of which Continuing Directors not less than two-thirds have approved the merger or consolidation; (iv) the security holders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (v) the security holders of the Company approve an agreement (or, if such approval is not required by applicable law and is not solicited by the Company, the closing of such an agreement) that involves (A) the transfer to a Person or Persons other than a related Person of at least 50 percent of the total gross book value of the Company's real estate assets as measured under GAAP immediately before the transfer or (B) the transfer of assets of the Company to a Person or Persons other than a related Person, which transfer, when aggregated with all other such transfers completed during the 12 month period ending on the date of the security holders' most recent approval or the most recent closing, as applicable, involves 50 percent of the total gross book value of the Company's real estate assets as measured under GAAP immediately before the first in such series of transfers, provided however, for the purposes of (A) and (B), that the consideration received in relation to such transfer is not reinvested into similar real estate assets or real estate investments within the Company. For the purposes of this Section 0, a Person is a related Person if the Person is the Parent or a Subsidiary of the Company or an employee benefit plan of the Company or of the Parent or a Subsidiary of the Company.View More
Change In Control. Shall mean the first to occur of the following: (a) any person or entity becomes the beneficial owner, directly or indirectly, of 51% or more of the issued and outstanding voting stock of the Company, (b) the Company merges or consolidates with or reorganizes, or engages in any similar business combination, with or into corporations other than an affiliate, or (c) the Company sells, assigns, or transfers all or substantially all of its assets, in one or a series of related transactions, except... sales to its affiliates.View More
Change In Control. Unless otherwise determined by the Committee and set forth in an Award Agreement: (i) the date that any one person, or more than one person acting as a 'group' within the meaning of section 409A of the Code, acquires ownership of stock in the Company, SK Holding Company, Inc., or Safety-Kleen Systems, Inc., that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, SK Holding Company, Inc.,... or Safety-Kleen Systems, Inc.; or (ii) the date that any one person, or more than one person acting as a 'group' within the meaning of section 409A of the Code, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets of the Company, SK Holding Company, Inc., or Safety-Kleen Systems, Inc. that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all the assets of the Company, SK Holding Company, Inc., or Safety-Kleen Systems, Inc., immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding the foregoing, a Change in Control shall (i) be deemed to have occurred only if the event is also a 'change in the ownership' or a 'change in the ownership of a substantial portion of the assets' in each case as defined in Treasury Regulation 1.409A-3(i)(5) or successor guidance thereto; and (ii) not be deemed to occur solely (A) as a result of any equity financing of the Company, or the transactions contemplated thereby or executed in connection therewith (including but not limited to preferred stock equity financings with venture capital operating companies); (B) because of any direct or indirect transfer of units or other interests in the Company between Highland Capital Management, L.P. and any of its respective affiliates or their successors or assigns; or (C) solely because Highland Capital Management, L.P., Contrarian Funds, LLC, JP Morgan, or GSC Acquisition Holdings, LLC (a/k/a Black Diamond), individually, or together acting as a group, acquire more than 50% of the total fair market value or total voting power of the stock of the Company (even if such acquisition decreases the percentage of stock of the Company owned by any other stockholder of the Company and would have otherwise been considered a Change in Control)View More
Change In Control. Means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company (including, without limitation, such sale or disposition of one or more Subsidiaries of the Company comprising all or substantially all of the Company's assets) to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Investors or their Affiliates; or (ii) any person or group, other than the... Investors or their Affiliates, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise and pursuant to which Investors or their Affiliates cease to control the Board.View More
Change In Control. (i) the consummation of any transaction or series of transactions resulting in a Third Party (or group of affiliated Third Parties) owning, directly or indirectly, securities of the Company possessing the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company's securities) or (ii) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise... (determined on a consolidated basis) to a Third Party (or group of affiliated Third Parties)View More
