Change In Control

Change In Control. The meaning defined in the Company's 2014 Equity Incentive Plan, but only if such transaction is also a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets, as described in Treasury Regulation Section 1.409A-3(i)(5).

Change In Control. A "Change in Control" shall be deemed to have occurred upon the occurrence of any one of the following events: (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or... other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. View More

Change In Control. The occurrence of any of the following shall be deemed a "Change in Control": (a) a change in the ownership of the Company occurs on the date that any one Person (as defined below) or more than one Person acting as a group (as determined under Treas. Reg. Section 1.409A-3(i)(5)(v)(B)), other than a subsidiary of the Company, acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than 85% of the total fair market value or total voting... power of stock of the Company or (b) a change in the ownership of a substantial portion of the Company's assets occurs on the date that any one Person, or more than one Person acting as a group (as determined under Treas. Reg. Section 1.409A-3(i)(5)(v)(B)), other than a subsidiary, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value of more than 85% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. View More

Change In Control. Has the meaning as defined in the Company's 2011 Equity Incentive Plan. For purposes of this Agreement, only the first Change in Control occurring after the Effective Date will be a "Change in Control."

Change In Control. A Change in Control as defined in the Goodman Networks, Incorporated 2008 Long-Term Incentive Plan, as it may be amended from time to time; provided that no event shall be a Change in Control for purposes of this Agreement unless such event also constitutes a change in the Company's ownership, its effective control or the ownership of a substantial portion of its assets within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

Change In Control. Shall be deemed to have occurred in any of the following circumstances: (a) any Person is or becomes the Beneficial Owner of securities of the Company representing 20% or more of the Voting Stock without the prior approval of at least a majority of the Incumbent Directors; provided that a "Change in Control" will not be deemed to have occurred if a Person acquires Beneficial Ownership of 20% or more of the Voting Stock as a result of a reduction in the number of shares of the Company's... Voting Stock unless and until such Person thereafter becomes the Beneficial Owner of any additional shares of Voting Stock representing 1% or more of the then-outstanding Voting Stock, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; (b) a sale of the Company (whether by merger, consolidation, recapitalization, reorganization, sale of securities, sale of assets or otherwise) is consummated, unless immediately following such transaction (i) more than 50% of the members of the governing body of the surviving entity were Incumbent Directors at the time of execution of the initial agreement providing for such transaction, (ii) no Person is the Beneficial Owner of 20% or more of the then-outstanding Voting Stock, and (iii) more than 50% of the then-outstanding Voting Stock is Beneficially Owned by all or substantially all of the individuals and entities who were the Beneficial Owners of the Voting Stock immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such transaction; (c) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of related transactions) of all or substantially all of the Company's assets; or (d) a majority of the directors are not Incumbent Directors. View More

Change In Control. An event described in Section 13.1 of the Plan; provided, however, that if there is a separate written agreement between the Participant and the Company or any Subsidiary, such agreement shall control in the event of an inconsistency with the definition in Section 13.1 of the Plan

Change In Control. Shall have the meaning set forth in the Company's 2015 Incentive Award Plan, as amended from time to time; provided, however, that with respect to Section 3 and equity awards granted to the Covered Employee under the Company's 2006 Stock Incentive Plan, as Amended and Restated, as amended, a "Change in Control" shall have the meaning set forth in such plan

Change In Control. Any transactions or series of related transactions pursuant to which any Person (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934) or "group" of Persons (as defined in Section 13(d) of the Exchange Act), (other than TPG Partners IV, LP and the other parties to the operating agreement of IASIS Investment LLC, a Delaware limited liability company or their respective affiliates), in the aggregate, directly or indirectly, acquires beneficially or of record, (i) equity of a... Designated Person possessing the voting power to elect a majority of the Designated Person's governing body (whether by merger, consolidation, reorganization, combination, sale or transfer of equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of a Designated Person's assets. Notwithstanding the foregoing, in no event will a Change in Control occur as a result of the initial public offering of the Company's shares of common stock or any secondary offering to the public. View More

Change In Control. For purposes of this Agreement, "Change in Control" shall mean any of the following transactions, provided, however, that the Company shall determine under parts (iii) and (iv) whether multiple transactions are related, and its determination shall be final, binding and conclusive: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; or (ii) the sale,... transfer or other disposition of all or substantially all of the assets of the Company; or (iii) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Company common stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Company determines shall not be a Change in Control; or (iv) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Company determines shall not be a Change in Control. View More