Change In Control. Shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of its assets, within the meaning of Section 409A(a)(2)(A)(v) and administrative guidance issued under Code Section 409A.
Change In Control. Shall be deemed to occur as of the first day any one or more of the following events occur: (i) Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities. (ii) During any period of twenty-six (26) consecutive months (not including any period prior to the execution of this Agreement), individuals who at the beginning of that period... constitute the Board cease for any reason (other than death, disability or voluntary retirement) to constitute a majority of the Board. For this purpose, any new directors whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office, and who either were directors at the beginning of the period or whose election or nomination for election was so approved, will be deemed to have been a director at the beginning of any twenty-six (26) month period under consideration. (iii) The stockholders of the Company approve: (A) a plan of complete liquidation or dissolution of the Company; (B) an agreement for the sale or disposition of all or substantially all the Company's assets; or (C) a merger, consolidation or reorganization of the Company with or involving any other corporation, other than a merger, consolidation or reorganization that 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) at least eighty percent (80%) of the combined voting power of the voting securities of the Company (or the surviving entity) outstanding immediately after the merger, consolidation, or reorganization. provided, however, that a Change in Control shall not be deemed to result upon the occurrence of the events in (i), (ii) or (iii) above if such events occurred as a result of any actions taken by, or that were initiated by, an Affiliated Entity or Affiliated Entities.View More
Change In Control. (A) any consolidation, merger, plan of share exchange, or other reorganization involving the Company (a "Merger") as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors ("Voting Securities") immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving or continuing corporation immediately after the Merger, disregarding... any Voting Securities issued or retained by such holders in respect of securities of any other party to the Merger; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (D) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board ("Incumbent Directors") shall cease for any reason to constitute at least a majority thereof, unless each new director elected during such two-year period was nominated or elected by two-thirds of the Incumbent Directors then in office and voting (with new directors nominated or elected by two-thirds of the Incumbent Directors also being deemed to be Incumbent Directors); or (E) any Person (as defined below) shall have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors representing 50% or more of the combined voting power of the then outstanding Voting Securities. Notwithstanding anything in the foregoing to the contrary, unless otherwise determined by the Board, no Change in Control shall be deemed to have occurred for purposes of this Agreement if (1) Officer acquires (other than on the same basis as all other holders of the Company shares) an equity interest in an entity that acquires the Company in a Change in Control otherwise described under Section 4(ii)(A) or (B) above, or (2) Officer is part of group that constitutes a Person which becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a Change in Control under Section 4(ii)(E) above.View More
Change In Control. Shall be deemed to have occurred if any of the following shall have occurred after the Effective Date: (i) the consummation of (A) a merger or consolidation involving the Company, (B) a sale or other disposition of all or substantially all of the assets of the Company (on a consolidated basis), including a sale or disposition of all or substantially all of the assets of the Company (on a consolidated basis) pursuant to a spin-off or split-up, or (C) any other substantially similar transaction... or series of related transactions involving the Company (each of the transactions in clauses (A), (B) and (C), a "Corporate Transaction"), but excluding a Non-Control Acquisition; or (ii) the members of the Company approve a plan of complete liquidation or dissolution of the Company. Notwithstanding anything to the contrary herein, solely for the purpose of determining the timing of payment or timing of distribution of any compensation or benefit that constitutes "non-qualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, a Change in Control shall not be deemed to occur under this Agreement unless the events that have occurred would also constitute a "Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation" under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor provision.View More
Change In Control. Shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events: (i) any Person or Group becomes the 'beneficial owner' (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of thirty-five percent (35%) or more of the Company's Voting Securities; (ii) during any period of twenty four (24) consecutive months, a majority of the members of the Board of Directors or other equivalent governing body of the Company... cease to be composed of individuals (1) who were members of that Board of Directors or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board of Directors or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board of Directors or equivalent governing body, or (3) whose election or nomination to that Board of Directors or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board of Directors or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board of Directors or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors); or (iii) any Person or two or more Persons acting in concert shall have acquired, by contract or otherwise, control over the Voting Securities (and taking into account all such Voting Securities that such Person or Persons has the right to acquire pursuant to any option right) representing fifty-one percent (51%) or more of the combined voting power of such Voting Securities; or (iv) the Company sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to another Person or Group.View More
Change In Control. A "Change in Control" shall be deemed to have occurred if (1) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, including the regulations and other applicable authorities thereunder (the "Exchange Act")), other than employee or retiree benefit plans or trusts sponsored or established by Navistar, Inc., 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 twenty five percent (25%) or more of the combined voting power of the Company's then-outstanding securities, (2) the following individuals cease for any reason to constitute more than three-fourths (3/4) of the number of directors then-serving on the Board: individuals who constitute the Board as of the date hereof and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by the vote of at least two-thirds (2/3) of the directors then still in office or whose appointment, election, or nomination was previously so approved; (3) any complete dissolution or liquidation of the Company or Navistar, Inc. or any sale or disposition of all or substantially all (more than fifty percent (50%)) of the assets of the Company (determined without regard to the sale or disposition of any or all of the assets of Navistar Financial Corporation, or any successor thereto) or of Navistar, Inc. occurs; or (4) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation, contested election or substantial stock accumulation (a "Control Transaction"), the members of the Board immediately before the first public announcement relating to such Control Transaction shall immediately thereafter, or within two (2) years thereof, cease to constitute a majority of the Board. For the avoidance of doubt, the sale or disposition of any or all of the assets or stock of any subsidiary or affiliate of the Company (other than the sale or disposition of all or substantially all of the assets of Navistar, Inc., as described above) shall not be deemed a Change in Control.View More
Change In Control. Means the occurrence of (i), (ii), (iii) or (iv) below: i. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company after the Spin-Off Date where such acquisition causes such Person to own 50% or more of the combined voting power of the... then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities").View More
Change In Control. Any one or more of the following events: (i) any purchase from NAI or acquisition by any unaffiliated person or entity of a majority of the total outstanding voting securities of NAI, (ii) any merger, consolidation, business combination or similar transaction involving NAI, or (iii) any sale (other than in the ordinary course of business), exchange, transfer, acquisition or disposition, of substantially all of the assets of NAI.
