Change In Control

Change In Control. The occurrence of any of the following: (i)the acquisition of at least a majority of the outstanding shares of Common Stock (or securities convertible into Common Stock) of AMSURG by any person, entity or group (as used in Section 13(d)(3) and Rule 13d-5(b)(1) under the Exchange Act); (ii)the merger or consolidation of AMSURG with or into another corporation or other entity, or any share exchange or similar transaction involving AMSURG and another corporation or other entity, if as a result of... such merger, consolidation, share exchange or other transaction, the persons who owned at least a majority of the Common Stock of AMSURG prior to the consummation of such transaction do not own at least a majority of the Common Stock of the surviving entity after the consummation of such transaction; (iii)the sale of all, or substantially all, of the assets of AMSURG; or (iv)any change in the composition of the Board of Directors of AMSURG, such that persons who at the beginning of any period of up to two years constituted at least a majority of the Board of Directors of AMSURG, or persons whose nomination was approved by such majority, cease to constitute at least a majority of the Board of Directors of AMSURG at the end of such period. View More

Change In Control. The first to occur of any of the following events: (1) other than pursuant to a transaction described in clause (2) below, any one Person (the "New Beneficial Owner") who is not an Investor becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the then issued and outstanding securities of the Company or (2) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by... sale of assets, merger or otherwise (determined on a consolidated basis), to another Person (the "Asset Acquirer") other than a transaction in which the survivor or transferee is a Person more than fifty percent (50%) controlled, directly or indirectly, by one or more Investors; provided that if the transaction described in this clause (2) is solely for equity securities of the survivor or transferee that is publicly traded, no Change in Control shall be deemed to occur until the Investors have collectively sold at least fifty percent (50%) of the equity securities acquired by them in the survivor or the transferee in such sale of assets, merger or other disposition. View More

Change In Control. Amended by replacing clause (b) in its entirety with the following: "(b) persons who were (i) directors of the Borrower on the date hereof, (ii) nominated or approved by the board of directors of the Borrower or (iii) appointed by directors who were directors of the Borrower on the date hereof or were nominated or approved as provided in clause (ii) above ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of the Borrower;"

Change In Control. Has the meaning ascribed to such term in the Volt Information Sciences, Inc. 2015 Equity Incentive Plan (as in effect as of the Effective Date).

Change In Control. Shall have the meaning set forth in Section 2.8 of the Company's 2011 Incentive Award Plan, provided, that in no event shall a Change in Control be deemed to have occurred unless such Change in Control constitutes a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5).

Change In Control. Means, with respect to Global Operating, Global LLC or Global, the occurrence of any of the following: (i) a "Person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, but specifically excluding SunEdison and its Affiliates) becoming a beneficial owner, directly or indirectly, of equity representing fifty percent (50%) or more of the total voting power of Global Operating's, Global LLC's or Global's then outstanding equity capital; (ii)... Global Operating, Global LLC or Global merging into, consolidating with or effecting an amalgamation with another Person, or merging another Person into Global Operating, Global LLC or Global, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving Person immediately after such merger, consolidation or amalgamation is represented by equity held directly or indirectly by former equity holders of (and in respect of their former equity holdings in) Global Operating, Global LLC or Global, as applicable, immediately prior to such merger, consolidation or amalgamation; and (iii) Global Operating, Global LLC or Global directly or indirectly selling, transferring or exchanging all, or substantially all, of its assets to another Person unless greater than fifty percent (50%) of the total voting power of the transferee receiving such assets is directly or indirectly owned by the equity holders of Global Operating, Global LLC or Global, as applicable, in respect of their former equity holdings in Global Operating, Global LLC or Global, as applicable, immediately prior to transfer. View More

Change In Control. Shall be deemed to have occurred on the date upon which any of the following events shall occur, provided that such event is within the meaning of U.S. Treasury Regulations 1.409A-3(i)(5):(a)any Person (as defined below) other than the Initial Investor (as defined below) becomes the beneficial owner directly or indirectly (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than 50% of Tumi Holdings, Inc.'s then outstanding voting... securities (measured on the basis of voting power);(b)there is consummated a merger or consolidation, other than (i) a merger or consolidation immediately following which the voting securities of Tumi Holdings, Inc. outstanding immediately prior thereto continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Tumi Holdings, Inc., at least 50% of the combined voting power of the voting securities of Tumi Holdings, Inc., such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of Tumi Holdings, Inc. (or similar transaction) in which no Person other than the Initial Investor acquires more than 50% of the combined voting power of Tumi Holdings, Inc.'s then outstanding securities;(c)individuals who, as of the Effective Date, constituted 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 whose election, or nomination for election by Tumi Holdings, Inc.'s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or(d)the stockholders of Tumi Holdings, Inc. approve a plan of complete liquidation or dissolution of Tumi Holdings, Inc. or there is consummated an agreement for the sale or disposition by Tumi Holdings, Inc. of all or substantially all of its assets. Notwithstanding the foregoing, (A) a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of Tumi Holdings, Inc. immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of Tumi Holdings, Inc. immediately following such transaction or series of transactions, and (B), a "Change in Control" must also constitute a "change in control event," as defined in Treasury Regulation §1.409A-3(i)(5). For purposes of this definition, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (a) Tumi Holdings, Inc. or any of its subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of Tumi Holdings, Inc. or any of its subsidiaries, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of Tumi Holdings, Inc. in substantially the same proportions as their ownership of shares of Tumi Holdings, Inc.'s stock. For purposes of this definition, "Initial Investor" shall mean any limited partnership or other collective investment vehicle arranged by Doughty Hanson & Co Limited, any wholly-owned direct or indirect subsidiaries of Doughty Hanson & Co Limited and any nominee of, or nominee for any co-investment scheme for employees of subsidiaries of, Doughty Hanson & Co Limited, in each case, other than any portfolio operating company of any of the foregoing. View More

Change In Control. (i) the closing of the sale, lease, transfer, exclusive license or other disposition in a single transaction or series of related transactions of all or substantially all of the Company's assets, (ii) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock... of the Company or the surviving or acquiring entity) or (iii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company's securities), of the Company's securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company (or the surviving or acquiring entity); provided, however, that a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction. Notwithstanding the foregoing, the sale of shares of preferred stock of the Company in a financing transaction shall not be deemed a "Change in Control." View More

Change In Control. Shall have the meaning given in the Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan, as it may be amended from time to time, or any successor plan thereto.

Change In Control. (i) the acquisition of 50% or more of the beneficial ownership of the combined voting securities of the Company by any person or group (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or its subsidiaries or any employee benefit plan of the Company or any person who was an officer or director of the Company on the Effective Date of this Agreement, which person or group did not theretofore beneficially own 30% or more of the combined voting... securities of the Company; (ii) consummation by the Company of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the voting securities of such entity immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, securities representing more than 50% of the voting power of then outstanding voting securities of the corporation resulting from such a reorganization, merger or consolidation; (iii) the sale, exchange or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Company; or (iv) a change in the composition of a majority of the Board over a two-year period unless the selection or nomination of each of the new members is approved by two-thirds of those remaining members of the Board who were members at the beginning of the two-year period; provided, however, that notwithstanding the foregoing, no event or condition will constitute a Change in Control to the extent (but only to the extent) that, if it were a Change in Control, a tax or other penalty would be imposed under Section 409A, and in such case the definition of Change in Control herein shall be modified to the extent necessary to comply with Section 409A so as not to result in such tax or penalty. View More