Change In Control

Change In Control. Shall have the meaning ascribed thereto in the Taminco LTIP.

Change In Control. (A) the acquisition by any person or group (as that term is defined in Section 13 of the Securities Exchange Act of 1934, as amended) of more than 50% of the outstanding Common Stock, (B) a consolidation or merger of the Company with another entity, unless immediately after the transaction, at least 50% in voting power of the outstanding shares or other equity interests in the surviving entity or its ultimate parent entity are owned by persons who, immediately before the transaction were... shareholders of the Company, or (C) the consummation of the sale or disposition by the Company or all or substantially all of the Company's assets. 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 of Control, a 20% tax would be imposed under Section 409A of the Code View More

Change In Control. The occurrence of a change in control event (within the meaning of Section 409A) with regard to the Company, the MLP, or any parent company of the Company.

Change In Control. Shall be deemed to be occasioned by, or to include, (i) any transaction or series of related transactions (including, without limitation, any stock acquisition or transfer, reorganization, merger or consolidation but excluding any sale of stock by the Company for capital raising purposes) in which the holders of the voting securities of the Company outstanding immediately prior to such transaction do not, immediately after such transaction or series of transactions, own at least a majority of... the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company. View More

Change In Control. The meaning specified in Appendix A to the Plan.

Change In Control. Be deemed to have occurred with respect to Holdco, the Company or Medtronic Global Holdings GP S.à r.l., the Company's general partner (the "General Partner"), as applicable, if, on or after the date of this Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of Holdco, the Company or the General Partner, as applicable, acting in such capacity or an entity... owned directly or indirectly by the shareholder(s) of Holdco, the Company or the General Partner, as applicable, in substantially the same proportions as their ownership of shares of Holdco, the Company or the General Partner, as applicable, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holdco, the Company or the General Partner, as applicable, representing more than fifty percent (50%) of the total voting power represented by Holdco's, the Company's or the General Partner's then outstanding Voting Securities, as applicable, (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute Holdco's Board of Directors or the General Partner's Board of Managers, as applicable, and any new director or manager whose election by Holdco's Board of Directors or the General Partner's Board of Managers, as applicable, or nomination for election by Holdco's or the General Partner's shareholder(s), as applicable, was approved by a vote of at least two-thirds (2/3) of the directors or managers, as applicable, then still in office who either were directors or managers, as applicable, at the beginning of the period or whose election or nomination for election was previously so approved (such directors of Holdco or managers of the General Partner, as applicable, the "Continuing Directors"), cease for any reason to constitute a majority thereof, (iii) the shareholder(s) of Holdco, the Company or the General Partner, as applicable, approve a merger of Holdco, the Company or the General Partner, as applicable, with any other entity other than a merger which would result in the Voting Securities of Holdco, the Company or the General Partner, as applicable, outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least eighty percent (80%) of the total voting power represented by the Voting Securities of Holdco, the Company or the General Partner, as applicable, or such surviving entity outstanding immediately after such merger, (iv) the shareholder(s) of Holdco, the Company or the General Partner, as applicable, approve a scheme of arrangement in respect of Holdco or similar business combination in respect of the Company or the General Partner, (v) the shareholder(s) of Holdco, the Company or the General Partner, as applicable, approve a plan of complete liquidation of Holdco, the Company or the General Partner, as applicable, or where such approval is not required, a court of competent jurisdiction approves such liquidation, (vi) an agreement is entered into for the sale or disposition by Holdco, the Company or the General Partner, as applicable, of (in one transaction or a series of related transactions) all or substantially all of Holdco's assets, the Company's assets or the General Partner's assets, as applicable or (vii) with respect to the Company only, if the General Partner ceases to be the sole general partner of the Company. View More

Change In Control. Shall have the meaning set forth in Appendix A

Change In Control. Shall have the meaning set forth in the Participant's Change in Control Employment Agreement

Change In Control. The meaning ascribed to such term in the Long Term Incentive Plan.

Change In Control. Shall be deemed to occur upon (i) the approval by stockholders (or, in the absence of such approval, the occurrence) of a complete liquidation of the Company or the sale, lease, license, transfer, conveyance or other disposition, in one transaction or a series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or transfer of securities of one or more of the Company's subsidiaries), to an unaffiliated third party of all or substantially all of... the assets of the Company and its subsidiaries on a consolidated basis, (ii) a transaction or series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of securities by the holders of common stock of the Company), the result of which is that the holders of common stock of the Company immediately prior to such transaction or series of related transactions are (after giving effect to such transaction or series of related transactions) no longer, in the aggregate, the Beneficial Owners, directly or indirectly through one or more intermediaries, of more than 50% in voting power of the common stock of the Company immediately following such transaction or series of related transactions or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Company's board of directors, together with any new directors whose election by the Company's board of directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination was previously so approved, cease for any reason to constitute a majority of the Company's board of directors. View More