Change In Control

Change In Control. A change in control as defined in Appendix A to your Second Amended and Restated Employment Agreement dated as of May 11, 2011.

Change In Control. A change in the ownership of the Company or Sonabank, a change in the effective control of the Company or Sonabank or a change in the ownership of a substantial portion of the assets of the Company or Sonabank as provided under Section 409A of the Code, as amended from time to time, and any Internal Revenue Service guidance, including Notice 2005-1, and regulations issued in connection with Section 409A of the Code. In no event, however, shall a Change in Control be deemed to have occurred as a... result of any acquisition of securities or assets of the Company, Sonabank, or a subsidiary of either of them, by the Company, Sonabank, or any subsidiary of them, or by any employee benefit plan maintained by any of them. View More

Change In Control. As defined in the RBC 2005 Long-Term Equity Incentive Plan as amended.

Change In Control. Shall occur on the date that any one Person or group (other than Alfred Slifka or Richard Slifka, or their respective family members or entities they control, individually or in the aggregate, directly or indirectly (collectively referred to hereinafter as the "Slifkas")) acquires ownership of the equity interests of the Company that, together with the equity interests of the Company already held by such Person or group, constitutes more than 50% of the total voting power of the equity... interests of the Company; provided, however, if any one Person or group is considered to own more than 50% of the total voting power of the equity interests of the Company, the acquisition of additional equity interests by the same Person or group shall not be deemed to be a Change in Control. The definition of "Change in Control" shall be interpreted, to the extent applicable, to comply with Section 409A of the Code, and the provisions of Treasury Regulation Section 1.409A and any successor statute, regulation and guidance thereto; provided, however, an interpretation in compliance with Section 409A of the Code shall not expand the definition of Change in Control in any way or cause an acquisition by the Slifkas to result in a Change in Control. View More

Change In Control. Shall have the same meaning as a "Sale of the Company" as defined in the Operating Agreement.

Change In Control. Means the occurrence of an event described in (i), (ii) or (iii) below: (i) The General Partner ceases to be controlled by the Company or one or more Affiliates of the Company and a majority of the Board of Directors of the General Partner thereafter ceases to be comprised of Incumbent Directors; (ii) The consummation of a reorganization, merger or consolidation of the Partnership or sale or other disposition of all or substantially all of the consolidated assets of the Partnership (a... "Partnership Transaction") immediately after which the voting power of the equity securities of the Partnership outstanding immediately prior to such Partnership Transaction do not continue to represent (either by remaining outstanding or by being converted into equity securities having voting power in the entity surviving, resulting from, or succeeding to all or substantially all of the Partnership's consolidated assets as a result of such Partnership Transaction or any parent of such entity) at least 50% of the combined voting power of the then outstanding equity securities of (A) the entity surviving, resulting from, or succeeding to all or substantially all of the Partnership's consolidated assets as a result of such Partnership Transaction or (B) any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns the Partnership or all or substantially all of the Partnership's assets either directly or through one or more subsidiaries); or (iii) The occurrence of any of the following events while the General Partner is controlled by the Company or one or more Affiliates of the Company: (A) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting Securities of the Company; provided, however, that the following acquisitions will not constitute a Change in Control: (1) any acquisition of Voting Securities of the Company directly from the Company that is approved by a majority of the Incumbent Crestwood Directors; (2) any acquisition of the Voting Securities of the Company by the Company or an Affiliate of the Company; (3) any acquisition of Voting Securities of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate of the Company; or (4) any acquisition of Voting Securities of the Company by First Reserve Corporation, or any investment fund over which it maintains voting control, or Robert G. Phillips, or their respective successors, assigns, designees, heirs, beneficiaries, trusts, estates or controlled affiliates; (B) A majority of the Board of Directors of the General Partner ceases to be comprised of Incumbent Crestwood Directors; (C) The consummation of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the consolidated assets of the Company (each, a "Business Combination Transaction") immediately after which the Voting Securities of the Company outstanding immediately prior to such Business Combination Transaction do not continue to represent (either by remaining outstanding or by being converted into equity securities having voting power in the entity surviving, resulting from, or succeeding to all or substantially all of the Company's consolidated assets as a 2 result of such Business Combination Transaction or any parent of such entity) at least 50% of the combined voting power of the then outstanding equity securities having voting power in (1) the entity surviving, resulting from, or succeeding to all or substantially all of the Company's consolidated assets as a result of such Business Combination Transaction or (2) any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets, either directly or through one or more subsidiaries; or (D) The General Partner, or one or more Affiliates of the Company, ceases to be the general partner of the Partnership. View More

Change In Control. The Aurora Entities and the Ares Entities shall cease collectively to have the power to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of the Company (determined on a fully diluted basis), unless: (i) the Aurora Entities and the Ares Entities collectively own, beneficially and of record, at least 35% of the common stock of the Company (determined on a fully diluted basis), (ii) the Aurora Entities and the Ares Entities... collectively own, of record and beneficially, an amount of common stock of the Company equal to at least 51% (on a fully diluted basis) of the common stock of the Company collectively owned by the Aurora Entities and the Ares Entities, of record and beneficially, as of the Effective Date, (iii) the Aurora Entities and the Ares Entities collectively have the power (pursuant to stockholder agreements, proxies or other contractual arrangements) to elect a majority of the Board and (iv) no "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), has become, or had obtained rights (whether by means of warrants, options or otherwise) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more of the outstanding common stock of the Company than that so held collectively by the Aurora Entities and the Ares Entities View More

Change In Control. Means any transaction or series of transactions (whether or not related), including a merger, consolidation, exchange, sale of equity securities, recapitalization, sale of assets, dissolution or liquidation, pursuant to which any Person or group of Persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquires (directly or indirectly) (i) equity securities possessing the voting power to elect a majority of a Party's (or a successor's) board of... directors (or equivalent body) or a majority of the voting equity interests in a Party (or a successor thereto) or (ii) all or substantially all of the assets of a Party. View More

Change In Control. An acquisition of "beneficial interest" by a "person" or "group" (as such terms are defined in Rule 13d-3 under the Exchange Act and any successor thereto) of voting equity interests of the Company, representing more than 50% of the voting power of all outstanding voting equity interests, whether by way of merger or consolidation or otherwise, or a sale of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole

Change In Control. The term 'Change in Control' shall be defined as set forth in the Plan.