Change In Control

Change In Control. A change in control of the Corporation as defined in the Plan

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 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 a sale or disposition where Blackstone retains all or substantially all of the assets of the Company, or (ii) any person or group, other than Blackstone, 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 (other than an offering of stock to the general public through a registration statement filed with the Securities and Exchange Commission); or (iii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company. View More

Change In Control. The occurrence of any of the following: (A) a sale or other disposition in one transaction or a series of transactions, of all or substantially all of the assets of the Company, (B) a merger or consolidation in which the Company is not the surviving entity or if the Company is the surviving entity, as a result of which the shares of the Company's capital stock are converted into or exchanged for cash, securities of another entity, or other property, unless (in any case) the holders of the... Company's outstanding shares of capital stock immediately before such transaction own fifty percent (50%) or more of the combined voting power of the outstanding securities of the surviving entity immediately after the transaction, (C) the Company's stockholders approve a plan or proposal to liquidate or dissolve the Company or (D) a person or group hereafter acquires beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of the Company (all within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder). Notwithstanding the foregoing, a Change in Control shall only be deemed to occur to the extent consistent with the requirements of Code section 409A View More

Change In Control. Be deemed to have occurred on the earliest of the following dates: (i) the date the Company merges or consolidates with any other entity, and the Company's stockholders do not own, directly or indirectly, at least 50% of the voting capital stock of the surviving entity; (ii) the date the Company sells all or substantially all of its assets to any other person or entity; provided that the sale or other transfer of Company facilities to a real estate investment trust, in a sale-leaseback... transaction, or any similar transaction shall not be considered a sale of all or substantially all of the Company's assets; (iii) the date the Company is dissolved; or (iv) the date any third person or entity together with its Affiliates becomes, directly or indirectly, the beneficial owner of the least 51% of the Voting Stock of the Company; or provided, however, that notwithstanding anything to the contrary contained in clauses (i) — (iv), a Change in Control shall not be deemed to have occurred in connection with any bankruptcy or insolvency of the Company, or any transaction in connection therewith. View More

Change In Control. Has the meaning set forth in the Vacasa, Inc. 2021 Incentive Award Plan. Notwithstanding the foregoing, to the extent any of the amounts due hereunder constitute nonqualified deferred compensation subject to Section 409A, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of 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 jurisdiction 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. Means the occurrence of any of the following: (i) any individual, entity, or group (within the meaning of section 13(d)(3) of the Exchange Act) (an "Acquirer") becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act (a "Beneficial Owner"), directly or indirectly, of securities of the Company representing 50.00% or more of the combined voting power of the Company's then outstanding securities (the "Voting Stock"), other than beneficial ownership by the Company,... any employee benefit plan of the Company, or any Person organized, appointed, or established pursuant to the terms of any such benefit plan; (ii) the consummation of a merger, consolidation, reorganization, or similar transaction with or into the Company or in which securities of the Company are issued, other than a transaction which results in the Voting Stock outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or a parent corporation) at least 50.00% of the combined voting power of the securities of the Company or such surviving entity immediately after the transaction; or (iii) the sale, transfer, or disposition of all or substantially all of the assets of the Company (on a consolidated basis) to any Acquirer other than the Company and/or any Affiliates. View More

Change In Control. Any of the following transactions, provided, however that the Administrator shall determine whether multiple transactions are related and thus together constitute a Change in Control: (i) The acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that, directly or indirectly, controls, is controlled by, or is under common control with the Company), of beneficial ownership of securities possessing more than fifty percent (50%) of the... total combined voting power of the Company's outstanding securities pursuant to such transaction, except that any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board, will not be deemed to be a Change in Control; (ii) A merger, consolidation, reorganization of the Company or a similar business combination, in which the Company is not the surviving entity (except for a transaction the principal purpose of which is to change the state in which the Company is incorporated) or in which the Company is the surviving entity but securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the person or persons holding those securities, directly or indirectly, immediately prior to such transaction; or (iii) The sale, transfer or other disposition of all or substantially all of the Company's assets (including, intellectual property rights which, in the aggregate, constitute substantially all of the Company's material assets) View More

Change In Control. Has the meaning ascribed to such term in the Incentive Plan.

Change In Control. The occurrence of one or more of the following events: (a) an event, as a result of which any one person or more than one person acting as a "Group," as defined in Treas. Reg. Sec. 1.409A-3(i)(5)(v)(B), acquires ownership of stock or other equity of the Company that, together with stock or other equity held by such person or Group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock or other equity of the Company. However, if any one... person or more than one person acting as a Group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock or other equity of the Company, the acquisition of additional stock or other equity by the same person or Group is not considered to cause a change in the ownership of the Company. An increase in the percentage of stock or other equity owned by any one person or Group, as a result of a transaction in which the Company acquires its stock or other equity in exchange for property will be treated as an acquisition of stock or other equity for purposes of this subsection (a); or (b) an event as a result of which any one person or more than one person acting as a "Group," as defined in Treas. Reg. Sec. 1.409A-3(i)(5)(vii)(C), acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or Group) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets View More

Change In Control. Will have the meaning set forth in the Company's Amended and Restated Long-Term Incentive Plan (which is attached as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2013). Notwithstanding the foregoing, to the extent that the term "Change in Control" is being used to trigger the timing of a distribution of deferred compensation subject to the provisions of Code Section 409A (as opposed to triggering the vesting of... benefits or the amount of severance benefits payable), no Change in Control will be deemed to have occurred for purpose of triggering the distribution of such deferred compensation if it is not a "change in control event" within the meaning of Code Section 409A and the applicable treasury regulations thereunder. View More