Change In Control

Change In Control. Shall mean the consummation of (i) a reorganization, merger or consolidation (any of the foregoing, a "Merger"), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the outstanding voting stock of PAR immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the company resulting from the Merger, (ii) a... complete liquidation or dissolution of PAR, or (iii) the sale or other disposition of all or substantially all of the assets of PAR. View More

Change In Control. (i) the sale of all or substantially all of the assets of the Company to an unrelated person or entity; (ii) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity, or its parent corporation, immediately upon completion of such transaction; (iii) the sale of all of the capital stock of the Company to an unrelated... person or entity; (iv) if any individual, firm, corporation, or other entity, or any group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than (1) a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company or (2) Executive becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company, or (B) the combined voting power of the Company's then-outstanding securities entitled to vote generally in the election of directors; (v) any other transaction in which the owners of the Company's outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the relevant entity after the transaction, in each case, regardless of the form thereof. Notwithstanding the above, an event is not a "Change in Control" unless it also is a "change in ownership of a corporation" or a "change in ownership of a substantial portion of a corporation's assets" under Treasury Regulation section 1.409A-3(i)(5)(v) and (vii). View More

Change In Control. The term "Change in Control" shall mean the occurrence of any of the following: (i) any "person" or "group" of "persons" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder), other than Ronald B. Port and Roberta Washlow, or any of them and/or their respective spouses, children, heirs, assigns or affiliates (who shall collectively be referred to as the "Port Group"), is or becomes the beneficial owner,... directly or indirectly, of securities of the Company representing voting power of the then outstanding voting securities of the Company greater than the voting power of the Port Group; or (ii) there is a merger, consolidation or reorganization involving the Company, or any direct or indirect subsidiary of the Company, unless: (A) the stockholders of the Company immediately before such merger, consolidation or reorganization will own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") or any parent thereof in substantially the same proportion as their ownership of the voting securities of the Company immediately before such merger, consolidation or reorganization; and (B) the individuals who were members of the Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute a majority of the members of the board of directors of the Surviving Corporation (or parent thereof); and (C) no "person" or "group" of "persons" as defined above, other than the Port Group, is the beneficial owner of twenty percent (20%) or more of the combined voting power of the then outstanding voting securities of the Surviving Corporation (or parent thereof); or (iii) there is a sale or other disposition of all or substantially all of the assets of the Company to an entity other than an entity: (A) of which at least fifty percent (50%) of the combined voting power of the outstanding voting securities are owned, directly or indirectly, by stockholders of the Company in substantially the same proportion as their then current ownership of the voting securities of the Company; and (B) of which a majority of the board of directors is comprised of the individuals who were members of the Board immediately prior to the execution of the agreement providing for such sale or disposition; and (C) of which no "person" or "group" of "persons" as defined above, other than the Port Group, is the beneficial owner of twenty percent (20%) or more of the combined voting power of the then outstanding voting securities of the Surviving Corporation (or parent thereof); or (iv) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date hereof whose election, or nomination for election by Company stockholders, was approved by a vote of at least four-fifths (4/5) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, unless any such individual's initial assumption of office occurs as a result of either an actual or threatened election contest (including, but not limited to, a consent solicitation). View More

Change In Control. A "change in control event" described in Treas. Reg. §1.409A-3(i)(5).

Change In Control. A change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, all as defined under Section 409A(a)(2)(A)(v) of the Code and any regulations or other guidance issued thereunder

Change In Control. (1) any Person who is not an Investor or an Affiliate of an Investor becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the then issued and outstanding securities of GMAC or (2) the sale, transfer or other disposition of all or substantially all of the business and assets of GMAC, whether by sale of assets, merger or otherwise (determined on a consolidated basis), to a Person other than an Investor or an Affiliate of an Investor.

Change In Control. The occurrence of any of the following events: (i) a transaction or acquisition as identified in the Company's Rights Agreement, as in effect from time to time or as most recently in effect, (ii) the consummation of any consolidation, merger or similar transaction or purchase of securities of the Company pursuant to which (x) the members of the Board immediately prior to such transaction do not, immediately after the transaction, constitute a majority of the Board of Directors of the surviving... entity or (y) the stockholders of the Company immediately preceding the transaction do not, immediately after the transaction, own at least 50% of the combined voting power of the outstanding securities of the surviving entity, (iii) 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, including, without limitation, 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 Protective Life Insurance Company, or (iv) any other event or transaction that is declared by resolution of the Board to constitute a Change in Control for purposes of the Plan View More

Change In Control. Shall mean any one of the following: (i) any person (other than the Employer) becomes the beneficial owner of 25% or more of the Common Stock of EMC Group; or (ii) the Incumbent Directors cease for any reason to constitute at least sixty percent (60%) of the Board of the Employer; or (iii) the restructuring of the Employer or EMC Group as a result of the consummation of a merger, reorganization, consolidation or similar transaction (any of the foregoing, a "Reorganization Transaction"); or (iv)... consummation of a plan or agreement that has been approved by the policyholders of the Employer for the sale or other disposition of all or substantially all of the consolidated assets of the Employer or a plan of liquidation of the Employer; or (v) any other event or circumstance (or series of events or circumstances) that the Board shall determine to constitute a Change of Control. View More

Change In Control. Shall have the meaning assigned to such term in the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan; provided, however, a Change in Control shall not occur unless such event constitutes a "change in control" under Treasury Regulation 1.409A-3(i)(5).

Change In Control. For purposes of this Plan, a "Change of Control" shall be deemed to have occurred on: (a) the date that any one person, or more than one person acting as a group acquires, ownership of stock of The Dow Chemical Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of The Dow Chemical Company, (b) the date that a majority of the members of the Board of Directors of The Dow Chemical Company is... replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the directors before the date of the appointment or election, (c) the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of The Dow Chemical Company possessing 30% or more of the total voting power of the stock of such corporation, (d) the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from The Dow Chemical Company that has a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of The Dow Chemical Company immediately before such acquisition or acquisitions, provided that the following asset transfers shall not result in a Change of Control: (i) a transfer of assets to a stockholder of The Dow Chemical Company in exchange for or with respect to its stock, (ii) a transfer to a corporation, 50% or more of the total value or voting power of which is owned, directly or indirectly, by The Dow Chemical Company, (iii) a transfer to a person, or more than one person acting as a group, that owns 50% or more of the stock of The Dow Chemical Company, or (iv) a transfer to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii). This definition of "Change of Control" is intended to conform to the definition of a "change in ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation" as defined under Section 409A of the Internal Revenue Code of 1986, as amended, and any subsequent authority issued pursuant thereto, and no corporate event shall be considered a Change of Control unless it meets such requirements. View More