Change In Control

Change In Control. The meaning given in the Company's 2013 Long-Term Incentive Plan, as it may be amended, or any successor stock plan (collectively, the "Stock Plan"), provided that, if and to the extent required under Code Section 409A, "Change in Control" shall be as defined in accordance with Code Section 409A

Change In Control. Shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains a different definition of Change in Control, be deemed to occur upon: (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Common Stock directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments; provided, that, any... acquisition by an Excluded Entity shall not be deemed to result in a Change in Control. View More

Change In Control. Means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower (determined on a fully diluted basis), (b) the board of directors of the Borrower shall cease to consist... of a majority of Continuing Directors or (c) a 'Change of Control' as such term is defined in the Preferred Stock Agreement. View More

Change In Control. A Company Change in Control or a Parent Change in Control. For the avoidance of doubt, in no event shall the transactions contemplated by the Demerger Agreement constitute a Change in Control

Change In Control. Shall have the meaning set forth in the Second Amended and Restated 2003 Incentive Award Plan of MPG Office Trust, Inc., MPG Office Trust Services, Inc. and MPG Office, L.P., as amended from time to time.

Change In Control. The meaning ascribed to such term in the Company's 2017 Long-Term Incentive Plan, as such plan may be amended from time to time, or any successor plan thereto

Change In Control. Shall have the meaning ascribed to such term in the Company's 2014 Equity Incentive Plan, as amended. Notwithstanding the foregoing, a Change in Control will not be deemed to occur hereunder unless such transaction qualifies as a change of control event under 26 C.F.R. 1.409A-3(i)(5)(v) or (vii).

Change In Control. If: (a) There is consummated: (i) any consolidation or merger of the Company with another Person, if (A) the Company is not the Surviving Person in such consolidation or merger, or (B) the shares of the Company's Voting Securities are converted into cash, other securities or other property, provided, however, that any such merger or consolidation shall not constitute a Change in Control if the holders of the Company's Voting Securities immediately prior to such merger or consolidation will own,... in the aggregate, at least 50% of the outstanding Voting Securities of the Surviving Person (or its Parent, if any) immediately after consummation of such merger or consolidation; or (ii) any sale, exchange or other transfer, including a lease (in one transaction or a series of related transactions within a period of 12 consecutive months) of all, or substantially all, of the assets of the Company, provided, however, that such sale, exchange or other transfer shall not constitute a Change in Control if (A) the Person acquiring such assets is a corporation or other entity in which the holders of the Company's Voting Securities immediately prior to such transaction will own, in the aggregate, at least 50% of the outstanding Voting Securities of the Person acquiring such assets (or of the Parent thereof, if any), immediately after consummation of such transaction, or (ii) such Person is a "related person" within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii)(B) promulgated under the Code; or (b) any Person, or any group of Persons acting in concert (within the meaning of Section 13(d) or Section 14(d)(2) of the Exchange Act), shall directly or indirectly acquire (other than in or as a result of a transaction described in Paragraph 1.7(a) above) beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of the Company's then outstanding securities, unless: (i) the Person or group making such acquisition of beneficial ownership (the "Acquiring Person") was (A) the Company or an Affiliate of the Company, (B) an employee benefit plan of Company or any of its Affiliates or a trustee or other fiduciary holding securities under any such employee benefit plan, or (C) an underwriter temporarily holding securities of the Company pursuant to a firmly underwritten public offering of such securities, or (ii) the transaction that caused such Acquiring Person's beneficial ownership to exceed fifty percent (50%) of the outstanding voting securities of the Company was a purchase by the Acquiring Person of Voting Securities of the Company in a firmly underwritten public offering thereof; or (c) Over a period of twenty-four (24) consecutive months or less, there is a change in the composition of the Company's Board such that a majority of the Board members (rounded up to the next whole number, if a fraction) ceases, by reason of one or more proxy contests for the election of Board members, to be composed of individuals who either (i) have been Board members continuously since the beginning of that 24-month period, or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in the preceding clause (i) who were still in office at the time that election or nomination was approved by the Board View More

Change In Control. The consummation, following the date of this Agreement, of (i) a sale or transfer (other than by way of merger or consolidation), of all or substantially all of the Company's assets to any Person, (ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or Person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such... transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any Person, or Persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing more than 50% of the total voting power of the then-outstanding shares of capital stock of the Company; it being understood that the consummation of the transactions contemplated by the Stock Purchase Agreement, by and between certain selling entities, BCPE Seminole Holdings LP and the Company, dated May 9, 2017, the Securities Purchase Agreement, by and between BCPE Seminole Holdings LP and the Company, dated May 9, 2017 (collectively, the "Purchase Agreements), or any other transaction determined by the Board in its sole discretion to be similar to the transactions contemplated by the Purchase Agreements shall not constitute a "Change in Control" hereunder. View More

Change In Control. The term "Change in Control" shall have the meaning given to such term in the Plan.