Change In Control

Change In Control. Means the occurrence of any of the following: (i) any person other than the Permitted Investors shall become, directly or indirectly, the legal or beneficial owner of, or shall have acquired, directly or indirectly pursuant to any contractual obligation or otherwise, control over or control over the voting rights of, more than 50% of the ordinary voting power represented by the issued and outstanding voting stock of the Company; or (ii) continuing directors shall cease for any reason... other than death or disability to constitute a majority of the members of the board of directors of the Company then in office; or (iii) any person other than the Permitted Investors or a Subsidiary of the Company shall acquire all or substantially all of the assets of the Company. For the purposes of this definition and otherwise, the following terms shall have the following meanings, notwithstanding any other definition for any such term in any other provisions of this Agreement: (w) "person" means any "person" as such term is used in the United States Securities Exchange Act of 1934, as amended, including any partnership, limited partnership, syndicate or group of persons that is deemed to be a "person" for purposes of Sections 13(d) and 14(d)(2) of such Securities Exchange Act; (x) "beneficial owner" means any "beneficial owner" under and as defined in Rules 13d-3 and 13d-5 of the United States Securities and Exchange Commission under such Securities Exchange Act; (y) "continuing director" means, at any date of determination, each individual member of the board of directors of the Company who (i) has been a member of such board in the period of twelve successive calendar months last ended prior to such date or (ii) whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors who were continuing directors at the time of such nomination and (z) "Permitted Investors" means (i) CCMP Capital Investors II, L.P. and CCMP Capital Investors (Cayman) II, L.P., (ii) their affiliated co-investment partnerships, (iii) any affiliate of the foregoing, and (iv) any partner or employee of (x) any of the foregoing or (y) any management company managing any of the foregoing. View More

Change In Control. Of the Company shall be deemed to have occurred if, as a result of a tender offer, merger, consolidation, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company immediately before the Transaction shall cease to constitute a majority of the Board or of any successor to the Company; provided, however, that any Transaction shall not be deemed to be a change in control if the Transaction causing such... change shall have been approved by the affirmative vote of at least a majority of the members of the Board in office immediately prior to the change in control. View More

Change In Control. Shall be deemed to be triggered if: (a) the Board or the shareholders of the Corporation or the Subsidiary, either or both, as may be required to authorize the same, shall approve (i) any liquidation of the Corporation or the Subsidiary, or the sale of substantially all of the assets of the Corporation and the Subsidiary taken as a whole, or (ii) any merger, consolidation and/or other business combination involving the Corporation or the Subsidiary or any combination of any such transactions (a... 'Transaction'), other than a Transaction (A) involving only the Corporation and the Subsidiary, or (B) immediately after which the shareholders of the Corporation who were shareholders immediately prior to the transaction continue to own beneficially, directly or indirectly, in substantially similar proportions to those in effect immediately prior to such transaction more than 50% of the then outstanding voting securities of the Corporation or the survivor, as applicable; (b) any Person (as defined below) or group (as such term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) of related Persons which is not an Affiliate of the Corporation or the Subsidiary as of the Commencement Date shall beneficially own, directly or indirectly, more than 50% of the then outstanding voting stock of the Corporation or the Subsidiary (for purposes of this Agreement, 'Person(s)' means any individual, entity, or other person, as defined in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof); or (c) the Board of the Corporation shall authorize, approve or engage in any Business Combination with an Interested Person, each as defined in Article Fifth of the Corporation's Restated Certificate of Incorporation View More

Change In Control. Any of the events described in the Change in Control Agreement, as may be amended from time to time, entered into by and between Executive and Trust.

Change In Control. A change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall be deemed to have occurred if after the... Effective Date any of the following events shall occur: View More

Change In Control. The event set forth in any one of the following paragraphs shall have occurred: (1) any Person is or becomes the \

Change In Control. An event described in Section 14.1 of the Plan; provided, however, if an Incentive Award constitutes a deferral of compensation subject to Section 409A of the Code, and if that Incentive Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in Section 14.1 of the Plan unless the event would also constitute, under Section 409A of the Code and the regulations and rulings issued... thereunder, either 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 View More

Change In Control. Occurs for purposes of this Agreement if any of the following events occurs during the Executive's term of employment for a period of twelve (12) months after Termination (as defined herein)

Change In Control. The happening of any of the following events: (i) any person, including a 'group' as defined in Section 13(d)(3) of the Act becomes the owner or beneficial owner of the Company's securities having 20% or more of the combined voting power of the then outstanding Company's securities that may be cast for the election of the Company's directors (other than as a result of an issuance of securities initiated by the Company, or open market purchases approved by the Board, as long as the majority of... the Board approving the purchases is also the majority at the time the purchases are made); (ii) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these transactions, the persons who were directors of the Company before such transactions cease to constitute a majority of the Board, or any successor's board, within two years of the last of such transactions. View More

Change In Control. The term "Change in Control" has the meaning set forth in the Plan.