Change In Control

Change In Control. (i) the acquisition of the Company by another entity (other than Goode Skullcandy Holdings LLC or any of its members or its or their members, partners or shareholders) by means of any transaction or series of related transactions (including any acquisition of capital stock of the Company or Derivative Securities, reorganization, merger or consolidation, but excluding (x) any issuance and sale by the Company, in one transaction or a series of related transactions, of its capital stock or... Derivative Securities having less than a majority of the total voting power represented by the outstanding voting securities of the Company or (y) any issuance and sale by the Company of its capital stock or Derivative Securities for capital raising purposes, provided that in connection with either clause (x) or (y) above no proceeds are distributed to security holders of the Company or are used to repurchase or redeem any securities of the Company in connection with such transaction or within 12 months thereafter) after the consummation of which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions own, directly or indirectly, less than a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly owned subsidiary immediately following such acquisition, its parent) immediately after such transaction or series of related transactions; (ii) a sale, lease or other disposition of all or more than 50% of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly owned subsidiary of the Company; or (iii) any liquidation, dissolution or winding up of the Company whether voluntary or involuntary. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event 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 Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More

Change In Control. The occurrence of any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all of the assets of the Company to any Person or group of related persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any affiliates thereof other than to TPG Wafer Holdings LLC or any of its Affiliates (hereinafter "TPG"); (ii) the approval by the holders of capital stock of the Company of any plan or... proposal for the liquidation or dissolution of the Company; (iii) (A) any Person or Group (other than TPG) shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of shares representing more than 40% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors, managers or trustees (the "Voting Stock") of the Company and such Person or Group actually has the power to vote such shares in any such election and (B) TPG beneficially owns (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the Voting Stock of the Company than such other Person or Group; (iv) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved or who were nominated by, or designees of, TPG; (v) any Person or Group other than TPG shall have acquired the power to elect a majority of the members of the Board of Directors of the Company; or (vi) a merger or consolidation of the Company with another entity in which holders of the Common Stock of the Company immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, 50% or less of the common equity interest in the surviving corporation in such transaction and TPG holds less than 20% of the outstanding Voting Stock of the Company View More

Change In Control. A change in ownership or effective control as defined under Code Section 409A(a)(2)(A)(v).

Change In Control. The occurrence of one or more of the following events: (i) any "person" (as such terms is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934 as amended (the "Act")) or "group" (as such term is used in Section 14(d)(d) of the Act) is or becomes a "beneficial owner" (as such term is used in Rule 13d-3 promulgated under the Act) of more than 30% of the Voting Stock of the Employer (excluding acquisitions pursuant to a Business Combination (as defined below) that is not... considered to be a Change in Control under clause (v) below; (ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board on the Effective Date; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by two-thirds of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director (excluding any person who received such support in connection with the settlement of a proxy contest); (iii) the Employer adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; (iv) the Employer transfers all or substantially all of its assets or business (unless the shareholders of the Employer immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Employer, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Employer); or (v) any merger, reorganization, consolidation or similar transaction (a "Business Combination") unless, immediately after consummation of such Business Combination, (A) the shareholders of the Employer immediately prior to the Business Combination hold, directly or indirectly, more than 50% of the Voting Stock of the Employer or the Employer's ultimate parent company if the Employer is a subsidiary of another corporation, and (B) no person or group beneficially owns more than 30% of the Voting Stock of the Employer or the ultimate parent company of the Employer if the Employer is a subsidiary of partner corporation. For purposes of this Change in Control definition, the "Employer" shall include any entity that succeeds to all or substantially all of the business of the Employer and "Voting Stock" shall mean securities of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation. View More

Change In Control. (a) the date any entity or person, including a group as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934, shall become the beneficial owner of 50 percent or more of the outstanding common shares of the Bank or Southwest Bancorp, Inc.; (b) the closing of a transaction (i) to merge or consolidate either the Bank or Southwest Bancorp, Inc. with or into another corporation in which the Bank or Southwest Bancorp, Inc. is not the continuing or surviving corporation or pursuant to... which any common shares of the Bank or Southwest Bancorp, Inc. would be converted into cash, securities, or other property of another, other than a merger of the Bank or Southwest Bancorp, Inc. in which holders of common shares immediately prior to the merger have the same proportionate interest of common stock of the surviving corporation immediately after the merger as immediately before, or (ii) to sell or otherwise dispose of substantially all of the assets of the Bank or Southwest Bancorp, Inc.; or (c) the date there shall have been change in a majority of the Board of the Bank or Southwest Bancorp, Inc. within a 12 month period unless the nomination of each new director was approved by the vote of two-thirds (2/3) of directors then still in office who were in office at the beginning of the 12 month period. The decision of the Board as to whether a change in control has occurred shall be conclusive and binding and shall be a ministerial rather than a discretionary decision. View More

Change In Control. With respect to a Participant, except as may otherwise be provided in a Participant's Employment Agreement (and in such case the Employment Agreement shall govern as to the definition of Change in Control), any of the following: (i) A merger or consolidation of the Company with or into any other company or other entity; (ii) A statutory share exchange pursuant to which the Company's outstanding shares are acquired or a sale in one transaction or a series of transactions undertaken with a common... purpose of at least 80% of the Company's outstanding voting securities; (iii) A sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company's assets; or (iv) Commencing as of the Effective Date, during any period of 24 consecutive months, individuals, who at the beginning of such period constitute the Board, and any new director whose election by the Board, or whose nomination for election by the Company's stockholders, was approved by a vote of at least one-half (1/2) of the directors then in office (other than in connection with a contested election), cease for any reason to constitute at least a majority of the Board. A transaction shall not constitute a Change in Control if it is a Related Party Transaction or if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transactions. In addition, an IPO shall not constitute a Change in Control. View More

Change In Control. Defined in the Company's 2009 Stock Incentive Plan

Change In Control. Will mean: (i) a merger or other transaction in which US Parent, or substantially all of its assets is sold or merged and as a result of such transaction, the holders of the US Parent's common stock prior to such transaction do not own or control a majority of the outstanding shares of the successor corporation, (ii) the election of nominees constituting a majority of the board of the US Parent which nominees were not approved by a majority of the board of the US Parent prior to such election,... or (iii) the acquisition by a third party of twenty percent (20%) or more of the US Parent's outstanding shares which acquisition was without the approval of a majority of the board of the US Parent in office prior to such acquisition. View More

Change In Control. A merger or other transaction in which the Company or substantially all of its assets is sold or merged and as a result of such transaction, the holders of the Company's common stock prior to such transaction do not own or control a majority of the outstanding shares of the successor corporation, (ii) the election of nominees constituting a majority of the Board which nominees were not approved by a majority of the Board prior to such election, or (iii) the acquisition by a third party of... twenty percent (20%) or more of the Company's outstanding shares which acquisition was without the approval of a majority of the Board in office prior to such acquisition. View More

Change In Control. The consummation of any transaction (including any merger or consolidation) the result of which is that (i) any Group (excluding the Investors and their Affiliates) or Person (other than an Investor or its Affiliates) becomes the beneficial owner, directly or indirectly, of more than 25% of the voting securities of the Company or its successor entity and, in such event, the Investors do not retain majority voting control over the Board of Directors and the boards of directors of each Subsidiary... of the Company, (ii) any Group (excluding the Investors and their Affiliates) or Person (other than an Investor or its Affiliate) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the Company or its successor entity or (iii) any Person, other than an Investor or an Affiliate of an Investor, becomes the beneficial owner, directly or indirectly, of all or substantially all of the assets of the Company or its successor entity View More