Change In Control

Change In Control. Any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Subsidiaries), or otherwise) as a result of which (i) a Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) acquires beneficial ownership of 50% or more of the total voting power of the Company Shares or (ii) all or substantially all of the assets of... the Company and its Subsidiaries taken as a whole are sold by lease, license, sale or otherwise to a Person other than the Company or one or more of its Subsidiaries View More

Change In Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, becomes... the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Corporation representing more than 20% of the total voting power represented by the Corporation's then outstanding Voting Securities; or (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Corporation if, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Corporation immediately prior thereto do not own, directly or indirectly, either (A) outstanding Voting Securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction. View More

Change In Control. Of the Company will be deemed to occur on the earliest to occur of any of the following events: (i) Change in Ownership: A change in ownership of the Company occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, excluding the acquisition of... additional stock by a person or more than one person acting as a group who is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company. (ii) Change in Effective Control: A change in effective control of the Company occurs on the date that either: (1) Any one person, or more than one person acting as a group, acquires (or has acquired during the two-year period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or (2) A majority of the members of the Company's Board of Directors is replaced during any two-year 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; provided, that this paragraph (2) will apply to the Company only if no other corporation is a majority shareholder. View More

Change In Control. Means the first to occur of any of the events set forth in the following paragraphs; provided, however, that a Qualified Event shall not constitute a Change in Control: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than Inland Lodging or an Affiliate thereof or a Company or Inland REIT employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the "beneficial owner" (as... defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Inland Lodging or the Inland REIT representing thirty percent (30%) or more of the combined voting power of Inland Lodging's or the Inland REIT's, as applicable, then outstanding securities entitled to vote generally in the election of directors; (ii) a merger, reverse merger or other business combination or consolidation of Inland Lodging or the Inland REIT or any direct or indirect subsidiary of Inland Lodging or the Inland REIT, as applicable with any other corporation other than an Affiliate of Inland Lodging, other than a merger or consolidation which would result in the voting securities of Inland Lodging or the Inland REIT, 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 fifty percent (50%) of the total voting power represented by the voting securities of Inland Lodging or the Inland REIT, as applicable, or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation; (iii) a majority of the members of the Board in effect at the time of a Qualified Event is replaced during any 12 month period after the Qualified Event by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election; or (iv) a person (or group), other than an Affiliate of Inland Lodging, acquires (or has acquired, during a 12-month period), assets that have a total gross fair market value of forty percent (40%) or more of the total gross fair market value of all assets of Inland Lodging immediately prior to such acquisition. View More

Change In Control. Shall be deemed to occur only if a majority of the members of the Board shall not be (i) individuals elected as directors of the Company for whose election proxies shall have been solicited by the Board or (ii) individuals elected or appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly created directorships.

Change In Control. Means a "Change in Control" as defined in the Plan, provided that for the avoidance of doubt, such transaction qualifies as a "change in ownership of a corporation" and "change in ownership of a substantial portion of a corporations assets" provided in Treasury Regulation Sections 1.409A-3(i)(5)(v) and (vii).

Change In Control. Any of the following events: i. The date on which any person, entity or group that has entered into a merger, acquisition, consolidation, purchase, stock acquisition, asset acquisition, or similar business transaction with AGI acquires: (1) ownership of stock of AGI that, together with any stock previously held by such person, entity or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; or (2) assets from AGI (including its subsidiaries) that... have a total gross fair market value (determined without regard to any liabilities associated with such assets) of fifty percent (50%) of all of the assets of AGI (including its subsidiaries) during the twelve-month period ending on the date of such acquisition; provided, however, that any transfer of assets to related parties described in Treasury Regulation § 1.409A-3(i)(5)(vii)(B)(1) shall not constitute a Change In Control. ii. the date on which a majority of members of AGI's Board of Directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of such appointment or election. View More

Change In Control. The meaning set forth in the Plan, as in effect on the date hereof, and without regard to any amendments thereto that are not consented to by Executive.

Change In Control. (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Company) if as a result of such transaction or series of related transactions the shareholders of the Company prior to the commencement of the transaction or transactions own less than thirty percent (30%) of the... voting shares of the entity surviving such transaction or transactions; (ii) the sale, transfer or other disposition of all or substantially all assets of the Company; or (iii) a sale of all or substantially all of the capital stock of the Company; View More

Change In Control. Shall have the meaning ascribed to such term in the Company's 2006 Share Incentive Plan