Change In Control

Change In Control. Means, with respect to Terra Operating, Terra LLC or Terra, 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 Terra Operating's, Terra LLC's or Terra's then outstanding equity capital; (ii) Terra... Operating, Terra LLC or Terra merging into, consolidating with or effecting an amalgamation with another Person, or merging another Person into Terra Operating, Terra LLC or Terra, 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) Terra Operating, Terra LLC or Terra, as applicable, immediately prior to such merger, consolidation or amalgamation; and (iii) Terra Operating, Terra LLC or Terra 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 Terra Operating, Terra LLC or Terra, as applicable, in respect of their former equity holdings in Terra Operating, Terra LLC or Terra, as applicable, immediately prior to transfer. View More

Change In Control. Any one or more of the following events: (i) a merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, tender offer, exchange offer or other similar transaction as a result of which the persons that beneficially owned, directly or indirectly, the shares of the Company's voting stock immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of voting stock representing more than fifty... percent (50%) of the total voting power of all outstanding classes of voting stock of the Company or the continuing or surviving corporation if the Company is not the continuing or surviving corporation in such transaction, or (ii) a sale of all or substantially all of the assets of the Company. View More

Change In Control. The occurrence of the consummation of the sale of all or substantially all of the assets of the Company (including its Subsidiaries) or the acquisition of the Company by another Person by means of any transaction or series of related transactions (including, without limitation, any acquisition of shares, reorganization, merger or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), or the sale, lease, transfer or other disposition... by the Company of all or substantially all of its assets (including its Subsidiaries), other than a sale, merger or acquisition in which the Company's stockholders as constituted immediately prior to such sale, merger or acquisition will, immediately after such acquisition, merger or sale (by virtue of securities issued as consideration for the Company's acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity View More

Change In Control. Shall have the meaning given such term in the Company's 2014 Long Term Incentive Plan.

Change In Control. Shall mean the occurrence of any of the following events: (i) any individual, partnership, firm, corporation, association, trust, unincorporated organization, or other entity (other than Employer or a trustee or other fiduciary holding securities under an employee benefit plan of Employer), or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes the "beneficial owner" (as defined in Rule 13d-3... of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Employer representing twenty-five percent (25%) or more of the combined voting power of Employer's then outstanding securities entitled to vote generally in the election of directors; (ii) Employer is party to a merger, consolidation, reorganization, or other similar transaction with another corporation or other legal person unless, following such transaction, more than fifty percent (50%) of the combined voting power of the outstanding securities of the surviving, resulting, or acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Employer's outstanding securities entitled to vote generally in the election of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of Employer's outstanding securities entitled to vote generally in the election of directors; (iii) Employer sells all or substantially all of its business and/or assets to another corporation or other legal person unless, following such sale, more than fifty percent (50%) of the combined voting power of the outstanding securities of the acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Employer's outstanding securities entitled to vote generally in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately prior to such sale, of Employer's outstanding securities entitled to vote generally in the election of directors; or (iv) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of Employer (collectively, the "Board" and individually, a "Director") (and any new Directors, whose appointment or election by the Board or nomination for election by Employer's stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose appointment, election, or nomination for election was so approved) cease for any reason to constitute a majority of the Board. View More

Change In Control. Shall have the meaning set forth, as of the date hereof, in the Company's 2014 Omnibus Incentive Plan.

Change In Control. Any of the following occurrences: (i) a merger of the Company if, immediately after the merger, the shareholders of the Company, at the effective date of the Plan, own less than 50% of the then outstanding stock of the Company or its successor; (ii) the sale of all or substantially all of the assets of the Company, if immediately after such sale the shareholders of the Company, at the effective date of the Plan, own less than 50% of the buyer's then outstanding shares of stock (iii) one or more... sales by shareholders of the Company at the effective date of the Plan if, immediately after such sales such shareholders own less than 50% of the Company's then outstanding shares of stock; provided, however, sale of Shares to an Employee Stock Ownership Plan shall not be counted in determining whether a Change in Control has occurred; or (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company View More

Change In Control. The earlier to occur of any of the following: (i) if during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for the election by the Company's shareholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (ii) any person or entity (other... than any employee benefit plan or plans of the Company or its subsidiaries or any trustee of or fiduciary with respect to such plan or plans when acting in such capacity) or any group acting in concert, shall acquire or control twenty-five percent (25%) or more of the outstanding voting shares of the Company; provided however, that with respect to any person or entity owning or controlling 10% or more of the outstanding voting shares of the Company as of the effective date of the Plan, either acting alone or in concert with one or more of its wholly-owned subsidiaries, the amount of such voting shares so owned or controlled shall be deducted for purposes of this determination; (iii) if, upon a merger, combination, consolidation or reorganization of the Company, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-one percent (51%) of the combined voting power of voting securities of the Company or such surviving entity outstanding immediately thereafter; (iv) all or substantially all of the assets of the Company are sold or otherwise disposed of; or (v) the Compensation Committee or the Board determines, in its sole discretion, that any other business combination or other event (existing or anticipated) shall be deemed a Change of Control View More

Change In Control. Shall have the meaning set forth in the Company's 2013 Long-Term Incentive Compensation Plan or any successor plan, as such definition may be amended from time to time.

Change In Control. A Control Event, but only to the extent that any such Control Event is considered to be an event or occurrence described in Section 409A(a)(2)(A)(v) of the Code with respect to such Participant