Change In Control

Change In Control. The consummation of any transaction (including any merger or consolidation) the result of which is that (i) any Group or Person becomes the beneficial owner, directly or indirectly, of more than 25% of the voting securities of the Company or its successor entity, (ii) any Group or Person 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 becomes the beneficial owner, directly or indirectly,... of all or substantially all of the assets of the Company or its successor entity View More

Change In Control. Any of the following events: (i) Any person or group of persons acting together (with or without the approval of the Board) becomes the beneficial owner directly or indirectly (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) of thirty percent (30%) or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of Directors (collectively, the 'Company Voting... Securities')... View More

Change In Control. Means the occurrence of any of the following events: (1) Any Person acting individually or as a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") becomes the "beneficial owner" (as defined in Rule 13d(3) of the Exchange Act), directly or indirectly, of securities of Bancorp representing fifty percent (50%) or more of the total voting power represented by Bancorp's then outstanding voting securities; (2) The consummation of the sale,... liquidation or disposition by Bancorp of all or substantially all of Bancorp's or the Bank's assets; (3) The consummation of a share exchange, merger or consolidation of Bancorp or the Bank with any other corporation, other than a share exchange, merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such share exchange, merger or consolidation; or (4) A majority of the Board of Directors of Bancorp is removed from office by a vote of Bancorp's shareholders against the recommendation of the then incumbent Board or a majority of the directors elected at any Annual or Special Meeting of shareholders are not individuals nominated by Bancorp's then incumbent Board of Directors. View More

Change In Control. The meaning set forth in the Company's 2012 Equity Incentive Plan. Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits under this Agreement that are payable in connection with a Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (that is, the payments and benefits are not otherwise "exempt" under 409A), the foregoing definition of Change in Control shall apply only to... the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). View More

Change In Control. Means the first of the following to occur after the date of this Agreement, excluding any event that is Management Action: (1) Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities. In applying the preceding sentence, securities acquired directly from the Company or its affiliates with the company's approval by or for... the Person shall not be taken into account. (2) Change in Board Control. During the term of this Agreement, individuals who constituted the Board as of the date of this Agreement (or their approved replacements, as defined in the next sentence) cease for any reason to constitute a majority of the Board. A new director shall be considered an "approved replacement" director if his or her election (or nomination for election) 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 were themselves approved replacement directors. (3) Merger Approved. The shareholders of the Company approve a merger or consolidation of the Company with any other corporation unless: (a) the voting securities of the Company outstanding immediately before the merger or consolidation would continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; and (b) no Person acquires more than 25% of the combined voting power of the Company's then outstanding securities. (4) Sale of Assets. The shareholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. View More

Change In Control. Shall mean the occurrence of any event whereby a person or persons other than the current holders of the Company's common stock shall have the right to elect, appoint or designate a majority of the Company's board of directors, regardless of whether such event occurs as a result of the sale, conversion or redemption of any of the Company's securities or any contractual obligation of the Company and/or its shareholders.

Change In Control. Shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) Any person, corporation or other entity or group, including any "group" as defined in Section 13(d)(3) of the Exchange Act other than (A) those persons in control of the Company on the Effective Date, (B) any person acting on behalf of the Company in a distribution of stock to the public, or (C) a trustee or other fiduciary holding securities of the Company under an... employee benefit plan of the Company, becomes the beneficial owner of shares of the Company having 20% or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) As the result of, or in connection with, any tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company or its assets; or (iii) If at any time, (A) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving corporation, (B) any Person shall consolidate with, or merge with, the Company, and the Company shall be the continuing or surviving corporation and in connection therewith, all or part of the outstanding Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (C) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a Subsidiary of any other Person, or (D) the Company shall sell or otherwise transfer 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons. View More

Change In Control. Change in Control as defined in the Plan.

Change In Control. Change in Control as defined in the Plan; provided, however, that for purposes of this Agreement, any sale, merger or other disposition or sale of substantially all of the assets of the Crown subsidiary or affiliate for which Executive is principally employed which results in Termination of Employment without Cause of Executive's employment shall also be a Change in Control.

Change In Control. (i) the sale of shares, or a merger or other business combination of Crown so that immediately thereafter, Hallmark Cards, Incorporated or its current or future subsidiaries ("Hallmark") no longer own directly or indirectly 50% or more of the Crown Stock or (ii) a sale of all or substantially all of the assets of Crown to persons other than Hallmark