Change In Control

Change In Control. The occurrence of any of the following events: (i) the Corporation merges into itself, or is merged or consolidated with, another entity and as a result of such merger or consolidation less than 51% of the voting power of the then-outstanding voting securities of the surviving or resulting entity immediately after such transaction are directly or indirectly beneficially owned in the aggregate by the persons or entities who constituted the shareholders of the Corporation immediately prior to... such transaction; or (ii) all or substantially all the assets accounted for on the consolidated balance sheet of the Corporation are sold or transferred to one or more corporations or persons, and immediately after such sale or transfer less than 51% of the voting power of the then-outstanding voting securities of such entity or person is directly or indirectly beneficially held in the aggregate by the former shareholders of the Corporation immediately prior to such transaction or series of transactions. View More

Change In Control. Shall mean any (i) consolidation or merger of Parent, CLIENT or any direct or indirect parent company of CLIENT into or with another entity, or any other corporate transaction, in which Parent, CLIENT or any such direct or indirect parent company of CLIENT is not the surviving entity, (ii) sale, lease, abandonment, transfer or other disposition of all or substantially all of the assets of Parent, CLIENT or any direct or indirect parent company of CLIENT or (iii) any other transaction in which... any person, group or entity acquires a controlling equity interest in Parent, CLIENT or any direct or indirect parent company of CLIENT. For the purposes of this definition, an equity interest in a company of twenty percent (20%) or more shall be deemed to be a controlling interest. View More

Change In Control. The acquisition of 51% or more of the outstanding voting capital stock of the Corporation by any company or other person or group of companies or other persons acting in concert, or the merger or consolidation of the Corporation with, or the acquisition of a majority of the assets of the Corporation by, any of such persons

Change In Control. Means: (i) a sale of all or substantially all of the Company's assets other than to an Excluded Entity (as defined below); (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity; or (iii) the consummation of a transaction, or series of related transactions, in which any "person" (as such term is used in Sections 13(d) and 14(d) of the... Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company's then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company's incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company's securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company's Board. An "Excluded Entity" means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation's or other entity's voting securities outstanding immediately after such transaction. View More

Change In Control. For purposes of this Agreement, a "Change in Control" shall have the meaning ascribed to such term pursuant to the Company's 2007 Equity Compensation Plan, as amended; provided that "Change in Control" shall be interpreted in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code "), and the provisions of Treasury Notice 2005-1, and any successor... statute, regulation and guidance thereto. View More

Change In Control. Means a Change in Control as defined with related terms in Section 9(b) of the Plan.

Change In Control. Means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events after the Effective Date:

Change In Control. Shall be deemed to have occurred if: (i) a majority of the directors of the Company shall be persons other than persons (A) for whose election proxies shall have been solicited by the Board of Directors of the Company, or (B) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly created directorships; (ii) 30% or more of the outstanding voting stock of the Company is... acquired or beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any successor rule thereto (the 'Exchange Act')) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), provided, however, that the following acquisitions and beneficial ownership shall not constitute Changes in Control pursuant to this Section 9(a)(ii): (A) any acquisition or beneficial ownership by the Company or a subsidiary of the Company, or (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries, or (C) any acquisition or beneficial ownership by the Executive or any group that includes the Executive, or (D) any acquisition or beneficial ownership by a parent corporation of the Company (after giving effect to the merger or statutory share exchange) or its wholly-owned subsidiaries, as long as they shall remain wholly-owned subsidiaries, of 100% of the outstanding voting stock of the Company as a result of a merger or statutory share exchange that complies with Section 9(b)(iii)(A)(2) or the exception in Section 9(b)(iii)(B) in all respects; (iii) the shareholders of the Company approve a definitive agreement or plan to (A) merge or consolidate the Company with or into another corporation (other than (1) a merger or consolidation with a subsidiary of the Company or (2) a merger in which (i) the Company is the surviving corporation, (ii) no outstanding voting stock of the Company (other than fractional shares) held by shareholders immediately prior to the merger is converted into cash, securities, or other property (except into (I) voting stock of a parent corporation of the Company (after giving effect to the merger) owning directly, or indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the voting stock of the Company immediately after the merger or (II) cash upon the exercise by holders of voting stock of the Company of statutory dissenters' rights), (iii) the persons who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting stock of the Company immediately prior to such merger beneficially own, directly or indirectly, immediately after the merger, more than 70% of, respectively, the then outstanding common stock and the then outstanding voting stock of the surviving corporation in the merger or its parent corporation, and (iv) if voting stock of the parent corporation of the Company (after giving effect to the merger) is exchanged for voting stock of the Company in the merger, all holders of any class or series of voting stock of the Company immediately prior to the merger have the right to receive substantially the same per share consideration in exchange for their voting stock of the Company as all other holders of such class or series), (B) exchange, pursuant to a statutory exchange of shares of voting stock of the Company held by shareholders of the Company immediately prior to the exchange, shares of one or more classes or series of voting stock of the Company for cash, securities or other property, except for (a) voting stock of a parent corporation of the Company (after giving effect to the statutory share exchange) owning directly, or indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the voting stock of the Company immediately after the statutory share exchange if (I) the persons who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting stock of the Company immediately prior to such statutory share exchange own, directly or indirectly, immediately after the statutory share exchange more than 70% of, respectively, the then outstanding common stock and the then outstanding voting stock of such parent corporation, and (II) all holders of any class or series of voting stock of the Company immediately prior to the statutory share exchange have the right to receive substantially the same per share consideration in exchange for their voting stock of the Company as all other holders of such class or series or (b) cash with respect to fractional shares of voting stock of the Company or payable as a result of the exercise by holders of voting stock of the Company of statutory dissenters' rights, (C) sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions), or (D) liquidate or dissolve the Company, unless a majority of the voting stock (or the voting equity interest) of the surviving corporation or its parent corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of the Company (in the case of a merger, consolidation or disposition of assets) or the Company or its parent corporation (in the case of a statutory share exchange) is, immediately following the merger, consolidation, statutory share exchange or disposition of assets, beneficially owned by the Executive or a group of persons, including the Executive, acting in concert, or (iv) (A) the Company enters into an agreement in principle or a definitive agreement relating to a Change in Control described in clause (i), (ii) or (iii) above which ultimately results in such a Change in Control described in clause (i), (ii) or (iii) hereof, (B) a tender or exchange offer or proxy contest is commenced which ultimately results in a Change in Control described in clause (i) or (ii) hereof, or (C) there shall be an involuntary termination of employment of Executive or a termination by the Executive of employment for Good Reason prior to an event that would otherwise constitute a Change in Control, and Executive reasonably demonstrates that such event (x) was requested by a third party that has previously taken other steps reasonably calculated to result in a Change in Control described in clause (i), (ii) or (iii) above and which ultimately result in a Change in Control described in clause (i), (ii) or (iii) hereof or (y) otherwise arose in connection with or in anticipation of a Change in Control described in clause (i), (ii) or (iii) above that ultimately occurs. 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Change In Control. In a single transaction or a series of related transactions, a sale by LS&CO. or the stockholders, or an exchange of the common stock of LS&CO., or a transfer, by merger, sale, or otherwise, of all or substantially all of the assets and business of LS&CO. to a successor entity, which, in either case, results in less than 50% of the Voting Stock of LS&CO., or successor to LS&CO., being owned by persons who were Permitted Holders immediately prior to such transaction(s), and where the new... majority owner(s) are not Permitted Holders. A Public Equity Offering shall not constitute a sale, exchange or transfer for purposes of this definition. The Board, in its sole discretion, may determine that any other sale, transfer, assignment, lease, conveyance or other disposition of the assets or Voting Stock of LS&CO. constitutes, or does not constitute, a Change in Control. View More

Change In Control. The occurrence during the Term of any of the following: (i) the sale, lease, transfer, conveyance, or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) other than a principal owner of the Company or a related party of a principal; (ii) the adoption of a plan... relating to the liquidation or dissolution of the Company; (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than the present principals and their related parties, becomes the "beneficial owner" (as such term is defined in Rule 13(d)(3) and Rule 13(d)(5) under the Exchange Act of the Company. View More