Change In Control

Change In Control. Shall be deemed to have occurred if: (i) any "person," as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act, becomes a "beneficial owner," as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Shares (as defined below) of Tyco International plc; (ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board as of the execution hereof, provided that any person... becoming a director subsequent to such time whose election or nomination for election was supported by three-quarters of the directors who immediately prior to such election or nomination for election comprised the Incumbent Directors shall be considered to be an Incumbent Director; (iii) Tyco International plc adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; (iv) all or substantially all of the assets or business of Tyco International plc is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders of Tyco International plc immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Shares of Tyco International plc, all of the Voting Shares or other ownership interests of the entity or entities, if any, that succeed to the business of Tyco International plc); or (v) Tyco International plc combines with another company and is the surviving entity but, immediately after the combination, the shareholders of Tyco International plc immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Shares of the combined company, any shares received by Affiliates of such other company in exchange for shares of such other company), provided, however, that any occurrence that would, in the absence of this proviso, otherwise constitute a Change in Control pursuant to any of clause (i), (iii), (iv) or (v) above, shall not constitute a Change in Control if such occurrence is approved by a majority of the directors on the Board who were directors immediately prior to such occurrence. View More

Change In Control. Of the Company means the occurrence of any one or more of the following events: (i) A change in the effective control of the Company, which occurs only on either of the following dates: (A) The date any Person or Group (other than the Company, any Subsidiary of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or any trustee or other fiduciary holding securities under... an employee benefit plan of the Company, such Subsidiary or such proportionately owned corporation), acquires ownership of stock of the Company representing more than thirty percent (30%) of the total voting power of the stock of the Company; or (B) The date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. (ii) The date any Person or Group (other than the Company, any Subsidiary of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company, such Subsidiary or such proportionately owned corporation) acquires all or substantially all of the Company's assets. View More

Change In Control. Is defined in the Company's Amended and Restated 2004 Equity Incentive Plan, or any successor thereto.

Change In Control. The occurrence, 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 assets of Norcraft Companies, Inc. ('Norcraft') to any Person, (ii) any merger, consolidation or other business combination transaction of Norcraft 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 Norcraft 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 Norcraft (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 Norcraft. View More

Change In Control. The meaning set forth in the Company's 2014 Equity Incentive Award Plan, as it may be amended from time to time. If a Change in Control constitutes a payment event with respect to any amount which constitutes or provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event with respect to such amount must also constitute a 'change in control event,' as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A of... the Code View More

Change In Control. The meaning given to such term in The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan, as may be amended from time to time, or any successor of such plan, in each case as such definition is in effect on the date of this Agreement.

Change In Control. Any of the following events which occur during the Term of this Agreement

Change In Control. Shall mean a change in the ownership or effective control of the Corporation or a change in the ownership of a substantial portion of the Corporation's assets, as defined in and interpreted in accordance with Treas. Reg. 1.409A-3(i)(5). For purposes of this definition, the description of the total voting power of the stock of the Corporation that must be acquired under Treas. Reg. 1.409A-3(i)(5)(vi)(A)(1) to trigger a change in the effective control of the Corporation shall be applied by... replacing thirty percent (30%) with fifty percent (50%). View More

Change In Control. Or "CIC" means, without limitation, the same as it does in the Plan.

Change In Control. The occurrence of any of the following: (a) a sale of all or substantially all of the assets of the Company to an individual, entity or group thereof ('Person') who is neither an affiliate of the Company nor an entity in which the stockholders of the Company immediately prior to such transaction control more than 50% of the voting power immediately following the transaction; (b) a sale resulting in more than 50% of the voting stock of the Company being held by a Person other than the Company or... an affiliate of the Company at the time of such transaction; or (c) a merger or consolidation of the Company into another entity which is neither an affiliate of the Company at the time of such transaction nor an entity in which the stockholders of the Company immediately prior to such transaction control more than 50% of the voting power immediately following the transaction View More