Change In Control

Change In Control. The occurrence of a change in control event (within the meaning of Section 409A) with respect to the Company.

Change In Control. Shall mean the occurrence of any of the following events subsequent to the Effective Date: (i) the acquisition of control of the Company or the Bank as defined in the rules and regulations of the applicable banking regulators on the date hereof (provided that in applying the definition of Change in Control as set forth under the rules and regulations of the applicable banking regulators, the Board of Directors of Employers shall substitute its judgment for that of the applicable banking... regulators); (ii) an event that would be required to be reported in response to Item 5.01(a) of the Current Report on Form 8-K pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Company is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), after the date hereof, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; (iv) the sale or other disposition of all or substantially all of the assets of the Company or the transfer by the Company of greater than 25% of the voting securities of the Company; or (v) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by stockholders, 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. View More

Change In Control. (i) any merger, reorganization, consolidation, recapitalization or other transaction or series of related transactions, whether or not the Company is the surviving or continuing entity in such transaction, and whether or not the Company is a party thereto, that results in the holders of Shares immediately prior to such transaction or transactions holding, immediately after such transaction or transactions (whether by virtue of securities issued as consideration for the transaction or... otherwise), less than 50% of the voting power of the surviving, continuing or purchasing entity; or (ii) any sale, lease or other disposition of all or substantially all of the assets (tangible or intangible) of the Company and its subsidiaries, if any, taken as a whole. For avoidance of doubt, the sale of Shares by the Company in connection with a bona fide equity financing of the Company shall not be deemed a Change in Control. View More

Change In Control. Means either (a) the acquisition of Xhibit by another Person by means of any transaction or series of related transactions to which Xhibit is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) that results in the voting securities of Xhibit outstanding immediately prior thereto failing to represent immediately after such transaction or series of transactions (either by remaining... outstanding or by being converted into voting securities of the surviving entity or the entity that controls such surviving entity) a majority of the total voting power represented by the outstanding voting securities of Xhibit such surviving entity or the entity that controls such surviving Person, or (b) a sale, lease, license or other conveyance of all or substantially all of the assets of the Borrower, Xhibit or any other Obligor (except to the extent permitted by Section 7.1H), or (c) with respect to Xhibit, a change in a majority of the board of directors in any year, unless such change is due to the filling of vacancies as a result of the death or resignation of a director, or (d) the failure of Xhibit to own and control, of record and beneficially, directly or indirectly, 100% of the outstanding economic and voting Equity Interests of the Borrower or any of the Xhibit Companies. View More

Change In Control. The occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events

Change In Control. Means the first to occur of any of the following events (i) one Person who is not an Investor or an Affiliate of 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, (ii) a reduction in Investor's beneficial ownership, directly or indirectly, to less than thirty percent (30%) of the combined voting power of the then issued and outstanding securities of the... Company or (iii) 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 one Person other than an Investor or an Affiliate of an Investor. View More

Change In Control. Shall have the meaning set forth in the Nemus Bioscience, Inc. 2014 Omnibus Incentive Plan, as amended from time to time

Change In Control. And shall be deemed to have occurred on the date any of the following occurs: (i) Securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities are acquired pursuant to a tender offer or exchange offer by any Person other than the Company; (ii) Any "person" (as defined in §§3(a)(9), 13(d), and 14(d) of the Act) shall become the "beneficial owner" (as defined in Rule 13d-3 under the Act) directly or indirectly of securities of the... Company representing 25% or more of the combined voting power of the Company's then outstanding securities, the effect of which (as determined by the Committee] is to take over control or participate in the affairs of the Company; (ii) The shareholders of the Company shall have approved a merger or consolidation of the Company in which the Company is not the continuing or surviving Company or pursuant to which shares of the Company's stock would be converted to cash, securities, or other property (other than a merger of the Company in which the holders of the Company's stock immediately prior to the merger have the same proportion of ownership of common stock in the surviving corporation immediately after the merger as is held immediately prior to such merger), or a sale, lease, exchange or other transfer [in one transaction or a series of related transactions] of all, or substantially all, of the assets of the Company; (iv) During any period of two consecutive years, (A) individuals who, at the beginning of such period, constituted the Board and (B) new directors whose election by the Board or nomination for election by the Company shareholders 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 for election was previously so approved, cease for any reason to constitute a majority thereof. For purposes of this plan, ownership of securities shall include ownership as determined by applying the provisions of Rule 13d-3a under the Act. Provided, that none of the foregoing events shall be deemed to be a change in control if the event or events shall have been determined, by the affirmative vote of at least a majority of the members of the Board in office immediately prior to such event or events, not to be a change in control for purposes of this Plan. Such majority, in its sole discretion, may also determine that an event or events not otherwise described herein constitute a change in control View More

Change In Control. The occurrence of any of the following events: (i)Any "person" (as such term is used in sections 13(d) and 14(d) of the Exchange Act) becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a... shareholder, and a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the shareholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote) (ii)A change in the effective control of the Company which occurs on the date that a majority of members of the Board is 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 the appointment or election; or (iii)The consummation of (A) a merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); (B) a sale or other disposition of all or substantially all of the assets of the Company; or (C) a liquidation or dissolution of the Company. View More

Change In Control. A Change in Control shall be as defined in the Fantex Holdings, Inc. 2012 Equity Incentive Plan.