Change In Control

Change In Control. Subject to (d) below, a Change in Control shall be deemed to have occurred upon the occurrence of (a), (b) or (c) below: (a) any Person (excluding (i) any employee benefit plan of the Company or its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (ii) Robert Stiller, members of his family and trusts for their benefit) become(s) the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities... Exchange Act of 1934, as amended (the "Exchange Act"), except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of 35% or more of the equity securities of the Company entitled to vote for members of the Board on a fully-diluted basis (and taking into account all such securities that such "person" or "group" (as such terms are used in Sections 13(d) or 14(d) of the Exchange Act) ("Person") has the right to acquire pursuant to any option right); provided, that if a Person (subject to the exclusions set forth in (a)(i) and (a)(ii) above) becomes the "beneficial owner" (as defined above) of 35% or more but less than 50% of the equity securities of the Company entitled to vote for members of the Board on a fully-diluted basis (and taking into account all such securities that such Person has the right to acquire pursuant to any option right), no Change in Control shall be deemed to have occurred by reason thereof under this paragraph (a) if within fifteen (15) days of being advised that such ownership level has been reached, a majority of the "Incumbent Directors" then in office adopt a resolution approving the acquisition of that level of securities ownership by such Person. As used herein, "Incumbent Directors" means the individuals who, as of October 1, 2015, constituted the Board; provided, that any individual who becomes a member of the Board subsequent to October 1, 2015 and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors shall be treated as an Incumbent Director unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors; (b) there is consummated a reorganization, merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (such event, a "Business Combination") unless, following such Business Combination, (i) the Persons who were the beneficial owners (as defined in paragraph (a)) of the equity securities of the Company entitled to vote for members of the Board beneficially own (as so defined), directly or indirectly, more than 50% of the equity securities entitled to vote generally in the election of directors (or the equivalent) of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the equity securities of the Company entitled to vote for members of the Board, (ii) no Person (excluding any entity resulting from such Business Combination or any entity or individual described in (a)(i) or (a)(ii) or that would be so described if the resulting entity were substituted for "the Company and its subsidiaries" in (a)(i)) beneficially owns, directly or indirectly, 35% or more of the equity securities entitled to vote generally in the election of directors (or the equivalent) of the entity resulting from such Business Combination, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or the equivalent) resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (c) the stockholders of the Company approve a complete liquidation or dissolution of the Company. (d) Notwithstanding the foregoing and any other provision of the Plan (including any provision of the Plan as originally in effect or as subsequently amended or restated), no Change in Control shall be deemed to have occurred prior to June 19, 2014. View More

Change In Control. The same meaning as set forth in the Company's 2015 Incentive Plan

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 a Transaction (as defined in Section 1.11), 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 such 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, provided, that, in the case of a sale of assets, merger, combination or other business combination within the meaning of a Transaction, a Change in Control shall not be deemed to have been triggered until such Transaction shall have been consummated; (b) any Person (as defined in Section 1.11) or group (as such term is defined in Section 1.11) of related Persons which is not an Affiliate 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; or (c) the Board or 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, provided, that a Change in Control shall not be deemed to have been triggered until such Business Combination shall have been consummated View More

Change In Control. The meaning set forth in the CIC Severance Plan

Change In Control. The occurrence of one (1) or more of the following events: (i) The date that any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a company owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), or more than one such Person acting as a group (as determined under Treasury Regulations Section 1.409A-3(i)(5)(v)(B)), acquires ownership of... the stock of the Company representing more than thirty-five percent (35%) of the total combined voting power of the Company's then-outstanding stock; (ii) The date that any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a company owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), or more than one such Person acting as a group (as determined under Treasury Regulations Section 1.409A-3(i)(5)(v)(B)), acquires assets from the Company that have 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 Company immediately before such acquisition (with "gross fair market value" determined without regard to any liabilities associated with such assets); or (iii) The date that the majority of members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of such appointment or election. Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred if, with respect to the Executive, the Executive is part of a purchasing group which consummates the Change in Control transaction. The Executive shall be deemed "part of the purchasing group" for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (a) passive ownership of less than five percent (5%) of the voting securities of the purchasing company; or (b) ownership of equity participation in the purchasing company or group which is not more than ten percent (10%), as determined prior to the Change in Control by a majority of the non-employee continuing directors of the Board). Notwithstanding any provision herein to the contrary, the Company's initial public offering shall not be a Change in Control for purposes of this Agreement View More

Change In Control. The occurrence after the date of this Agreement of any of the following events: (i) the consummation of any transaction or series of related transactions in which one or more natural persons or entities acquire more than 50% of the Company's outstanding equity securities, whether by merger, consolidation, recapitalization, reorganization, sale of equity interests or otherwise; or (ii) approval by the Board of a complete liquidation or dissolution of the Company; provided, however, that the... consummation of the transactions contemplated by that certain Unit Purchase Agreement by and among the Company and the Purchasers named therein, dated as of October 6, 2012, shall not be deemed a "Change in Control" for the purposes of this Agreement. View More

Change In Control. Has the meaning given that term in the Journal Media Group Inc. Long-Term Incentive Plan, as amended from time to time.

Change In Control. Shall have the meaning set forth in the Xenia Hotels & Resorts, Inc., XHR Holdings, Inc. and XHR LP 2015 Incentive Award Plan. Notwithstanding the foregoing, if a Change in Control constitutes or relates to a payment event with respect to any amount which provides for the deferral of compensation and is subject to Code Section 409A, the transaction or event described in such definition with respect to such amount must also constitute a "change in control event," as defined in Treasury... Regulation § 1.409A-3(i)(5) to the extent required by Code Section 409A. View More

Change In Control. The occurrence of any of the following events after the Effective Date

Change In Control. Shall have the meaning specified in Internal Revenue Code Section 409A, as follows: (i) A change in ownership of the Company (which, for purposes of this Agreement, means that a person, persons or entity acquires more than 50% of the total fair market value and voting power of the Company); (ii) A change in effective control of the Company (which, for purposes of this Agreement, means that (1) a person, persons or entity acquires 30% or more of the total voting power of the... Company, or (2) a majority of the members of the Company's Board of Directors is replaced during any 12-month period, and whose appointment or election is not endorsed by a majority of the Company's Board of Directors before the date of the appointment or election. ); or (iii) A change in the ownership of a substantial portion of the assets of the Company (which, for purposes of this Agreement, means the date on which a person, persons or entity acquires assets with a gross fair market value of 40% or more of the total gross fair market value of all assets of the Company immediately before such acquisition). View More