Change In Control

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: (i) any Exchange Act Person becomes the Owner, directly or indirectly, 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. The term Change in Control shall not include a sale of assets, merger or other... transaction effected exclusively for the purpose of changing the domicile of the Company. Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply). View More

Change In Control. The occurrence of a Change in Control Event, within the meaning of Code Section 409A and the Treasury Regulations §1.409A-3(i)(5) and described in any of subparagraph (A), (B), or (C) below with respect to the Company, (collectively referred to as "Change in Control Events"), or any combination of the Change in Control Events with respect to the Company.

Change In Control. Shall mean the occurrence of a Change in Control Event, within the meaning of Code Section 409A and the Treasury Regulations §1.409A-3(i)(5) and described in any of subparagraph (A), (B), or (C) below with respect to the Company, (collectively referred to as "Change in Control Events"), or any combination of the Change in Control Events with respect to the Company. (A) Change in Ownership. A Change in Ownership occurs if a person or more than one person acting as a group, (within the meaning of... Code Section 409A) acquires more than fifty percent (50%) of the stock of the corporation, measured by the total voting power or the total fair market value. Incremental increases in ownership by a person or group that already owns fifty percent (50%) of the corporation do not result in a Change of Ownership, as defined in Treasury Regulations §1.409A-3(i)(5)(v). (B) Change in Effective Control. A Change in Effective Control occurs if: (i) during a twelve (12) month period (ending on the date of the most recent acquisition by such person or group) a person or more than one person acting as a group acquires stock representing thirty percent (30%) or more of the total voting power of the stock of the corporation; or (ii) during a twelve (12) month period a majority of the members of the board of directors of the corporation is replaced by directors not endorsed by the persons who were members of the board before the new directors' appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi). (C) Change in Ownership of a Substantial Portion of Corporate Assets. A Change in Control based on the sale of assets occurs on the date a person or more than one person acting as a group acquires forty percent (40%) or more of the total gross fair market value of all of the assets of the corporation over a twelve (12) month period ending on the date of the most recent acquisition by such person or group. No change in control results pursuant to this subsection if the assets are transferred to certain entities controlled directly or indirectly by the shareholders of the transferring corporation, as defined in Treasury Regulations §1.409A-3(i)(5)(vii). It is intended that a Change in Control of the Company shall have the meaning as provided in and shall be interpreted in accordance with Code Section 409A and the applicable Treasury Regulations thereunder. View More

Change In Control. The occurrence of any of the following: (i) When any "person" as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) of the Exchange Act but excluding the Company and any Subsidiary, any existing stockholders of the Company on the effective date of the Plan and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee),... directly or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), after the effective date of the Plan, of securities of the Company representing 20 percent or more of the combined voting power of the Company's then outstanding securities; (ii) When, during any period of 24 consecutive months during the existence of the Plan, the individuals who, at the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason other than death to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such 24 month period) or by prior operation of this provision; or (iii) The approval by the stockholders of the Company of a transaction involving the acquisition of the Company by an entity other than the Company or a subsidiary through purchase of assets, by merger, or otherwise. View More

Change In Control. Any person or any group of two or more persons acting jointly or in concert acquires (within the 12 month period preceding the most recent acquisition by such persons), directly or indirectly, or acquires the right to control or direct, the beneficial ownership of stock of the Corporation possessing thirty-five percent (35%) or more of the outstanding total voting power of the securities of the Corporation or any successor to the Corporation, in any manner, including without limitation as a... result of a takeover bid or an amalgamation of the Corporation with any other corporation or any other business combination or reorganization, and for purposes hereof "outstanding total voting power of the securities" includes any security other than a debt security carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing View More

Change In Control. The occurrence of any of the following events: (i) any 'person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than SCF is or becomes the 'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 80 percent or more of the combined voting power of the Company's then outstanding equity securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger, or... other business combination (a 'Transaction'), the persons who were directors of the Company immediately before the Transaction shall cease to constitute a majority of the Company or any successor to the Company unless a majority of the Board has approved of the Transaction prior to its consummation; (iii) the Company is merged or consolidated with another corporation and as a result of the merger or consolidation (x) less than a majority of the outstanding voting securities of the surviving or resulting corporation shall be owned immediately following such merger or consolidation in the aggregate by the stockholders of the Company immediately prior to such merger or consolidation and (y) SCF shall fail to own, directly or indirectly, immediately following such merger or consolidation, equity securities of the surviving or resulting corporation representing at least 15 percent of the voting power of such corporation's then outstanding equity securities; or (iv) the Company transfers substantially all of its assets to another corporation which immediately after such sale is neither (x) controlled by the Company nor (y) is a corporation with respect to which SCF owns, directly or indirectly, equity securities of the corporation representing at least 15 percent of the voting power of such corporation's outstanding equity securities. For purposes of this definition, the 'resulting corporation' of a merger of the Company with a subsidiary of another corporation shall mean the parent corporation of such subsidiary. Notwithstanding anything to the contrary herein, the Merger shall not constitute a Change in Control. View More

Change In Control. A "Change in Control" shall mean any of the following events: (i) for so long as the Stockholders' Agreement remains in effect, the consummation of any transaction effected pursuant to Section 3.10 of the Stockholders' Agreement, and (ii) for so long as any shares of Series B Preferred Stock of the Company are outstanding, any event or the consummation of any transaction that constitutes a Liquidation Event pursuant to the terms of such Series B Preferred Stock. In all cases, if the Optionee is... an employee of the Company and the Optionee's employment is terminated within 30 days prior to a Change in Control and the Optionee reasonably demonstrates that such termination (x) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control (a "Third Party") or (y) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then the date of a Change in Control with respect to such Optionee shall mean the date immediately prior to the date of such termination of such Optionee's employment. View More

Change In Control. For purposes of this Agreement, "Change in Control" shall mean the consummation of one or more of the following: (i) the sale, exchange, lease or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any "person" or "group" (as such terms are used in the Securities Exchange Act of 1934, as amended); (ii) any person or group, other than Alan Cohen, David Klapper or Larry Sablosky (each a "Founder"), is or becomes the... beneficial owner, directly or indirectly, of more than 35% of the total voting power of the voting stock of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; (iii) a merger, consolidation or similar reorganization of the Company with or into another entity, if the shareholders of the common stock of the Company immediately prior to such transaction do not own a majority of the voting power of the voting stock of the surviving company or its parent immediately after the transaction in substantially the same proportions as immediately prior to such transaction; or (iv) during any 12-month period, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by the Board (whether through the filling of a vacancy or otherwise) or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors then in office; provided; however, that any such event listed in (i)-(iv) shall not be considered a "Change in Control" if either: (1) immediately following such event and continuing until the second anniversary of such event, one of the Founders holds the position of Chief Executive Officer of the Company or its successor, as applicable, and any parent thereof or (2) as a result of such event the Founders, directly or indirectly, individually or as a group, continue to beneficially own a majority of the voting power of the Company or its successor, as applicable, and any parent thereof. View More

Change In Control. The occurrence of any of the following: (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or group of persons acting in concert (other than the Company or any subsidiary thereof or any employee benefit plan of the Company or any subsidiary thereof, or any underwriter in connection with a firm commitment public offering of the Company's capital stock) becomes the "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange Act except that a... person shall also be deemed the beneficial owner of all securities which such person may have a right to acquire, whether or not such right is presently exercisable), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities ordinarily having the right to vote in the election of directors ("voting stock"); (b) during any period subsequent to the date of this Agreement, a majority of the members of the Board shall not for any reason be the individuals who at the beginning of such period constitute the Board or those persons who are nominated as new directors by a majority of the current directors or their successors who have been so nominated; (c) there shall be consummated any merger, consolidation (including a series of mergers or consolidations), or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (meaning assets representing fifty percent (50%) or more of the net tangible assets of the Company or generating fifty percent (50%) or more of the Company's operating cash flow, in each case measured over the Company's last four full fiscal quarters), or any other similar business combination or transaction, but excluding any business combination or transaction which would result in the holders of the Company's voting stock outstanding immediately prior thereto continuing to hold (either by ownership of such voting stock or by such voting stock being converted into voting stock of the surviving entity) more than seventy percent (70%) of the combined voting power of the voting stock of the Company (or such surviving entity) outstanding immediately after giving effect to such business combination or transaction; (d) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (e) the occurrence of any other event that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A of the Exchange Act as in effect on the date hereof. View More

Change In Control. Means: (i) When any "person" as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as used in Section 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) of the Exchange Act, (excluding any person (or "group" as defined in Section 13(d) of the Exchange Act) holding securities representing 50% or more of the combined voting power of WCI's outstanding securities as of the Effective Date (as such term is defined in the 1998... Stock Purchase and Option Plan for Key Employees of WCI Communities, Inc., as amended), excluding WCI, any Subsidiary and any employee benefit plan sponsored or maintained by WCI or any Subsidiary (including any trustee of such plan acting as trustee)), who directly or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of securities of WCI representing 50% or more of the combined voting power of WCI's then outstanding securities (unless the event causing the 50% threshold to be crossed is an acquisition of securities directly from WCI); or (ii) the shareholders of WCI shall approve any merger or other business combination of WCI, sale of 50% or more of WCI's assets, liquidation or dissolution of WCI or combination of the foregoing transactions and a closing of the transaction shall have occurred (the "Transactions") other than a Transaction immediately following which the shareholders of WCI and any trustee or fiduciary of any WCI employee benefit plan immediately prior to the Transaction who collectively owned at least 50% of the voting power, directly or indirectly of WCI immediately prior to the Transaction own, immediately after the Transaction, at least 50% of the voting power, directly or indirectly, of (A) the surviving entity in any such merger or other business combination; (B) the purchaser of or successor to WCI's assets; (C) both the surviving entity and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving entity, purchaser or both the surviving entity and the purchaser, as the case may be; or (iii) within any twelve month period, the persons who were directors of WCI immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the board of directors of WCI or of any successor to WCI. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the board of directors of WCI by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control). 2 View More