Change In Control

Change In Control. A change in ownership or effective control of TNCLP or a change in the ownership of a substantial portion of the assets of TNCLP, each as defined in accordance with Section 409A

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 the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of BioCardia, Inc. representing fifty percent (50%) or more of the total voting power represented by BioCardia, Inc.'s then outstanding voting securities; or (ii) The consummation of the sale or disposition by BioCardia, Inc. of all or... substantially all of BioCardia, Inc.'s assets; or (iii) The consummation of a merger or consolidation of BioCardia, Inc. with any other corporation, other than a merger or consolidation which would result in the voting securities of BioCardia, Inc. outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of BioCardia, Inc. or such surviving entity or its parent outstanding immediately after such merger or consolidation View More

Change In Control. A "Change in Control" will be deemed to have occurred only if any of the following events occur:(i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than Staples, any trustee or other fiduciary holding securities under an employee benefit plan of Staples, or any corporation owned directly or indirectly by the stockholders of Staples in substantially the same proportion as their ownership of stock of... Staples) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Staples representing 30% or more of the combined voting power of Staples' then outstanding securities; (ii) individuals who constitute the Board (as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by Staples' stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Staples, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) will be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the stockholders of Staples approve a merger or consolidation of Staples with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of Staples outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 75% of the combined voting power of the voting securities of Staples or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of Staples (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of Staples' then outstanding securities; or (iv) the stockholders of Staples approve a plan of complete liquidation of Staples or an agreement for the sale or disposition by Staples of all or substantially all of Staples' assets. View More

Change In Control. Means the occurrence of any of the following events: (i) a merger, consolidation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of which is to change the jurisdiction of the Company's organization; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) any other reorganization or business combination in which fifty percent (50%) or more of the Company's... outstanding voting securities are transferred to different holders in a single transaction or series of related transactions; (iv) any approval by the stockholders of the Company of a plan of complete liquidation of the Company; (v) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities; or (vi) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. View More

Change In Control. The meaning set forth in the 2007 Agreement

Change In Control. Means (i) if Applicant is a publicly held person, that any person or two or more persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Stock of Applicant (or other securities convertible into or exchangeable for such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of Applicant (on a fully diluted basis); and (ii) if Applicant is not a publicly held... person, (A) a sale (whether of stock or other assets), merger or other transaction or series of related transactions involving Applicant, as a result of which those persons who (directly or indirectly) held 100% of the Voting Stock of Applicant immediately prior to such transaction do not hold (directly or indirectly) more than 50% of the Voting Stock of Applicant (or the surviving or resulting entity thereof) after giving effect to such transaction, or (B) the sale of all or substantially all of the assets of Applicant in a transaction or series of related transactions. View More

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 Johnson Controls; (ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board as of the date 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) Johnson Controls 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 Johnson Controls is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders of Johnson Controls 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 Johnson Controls, all of the Voting Shares or other ownership interests of the entity or entities, if any, that succeed to the business of Johnson Controls); or (v) Johnson Controls combines with another company and is the surviving entity but, immediately after the combination, the shareholders of Johnson Controls 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, PROVIDED THAT, in each case a Change in Control does not involve the merger of Jagara Merger Sub LLC, a Wisconsin limited liability company and a wholly owned subsidiary of Johnson Controls, with and into Johnson Controls, Inc. pursuant to the Agreement and Plan of Merger dated January 24, 2016 entered into by and among Johnson Controls, Jagara Merger Sub LLC, and Johnson Controls, Inc.. View More

Change In Control. The occurrence of one or more of the following events: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares representing more than 50% of the combined voting power of the then outstanding Voting Stock of Maker; (b) Maker consolidates with or merges into any other person, any other person merges into Maker, or Maker effects a share... exchange, and, in the case of any such transaction, the outstanding shares of Maker's Common Stock, par value $1.00 per share, are reclassified into or exchanged for any other property or securities, unless the shareholders of Maker immediately before such transaction own, directly or indirectly immediately following such transaction, a majority of the combined voting power of the then outstanding Voting Stock of the person resulting from such transaction; (c) Maker, or Maker and its subsidiaries taken as a whole, sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of the properties or assets of Maker, or of Maker and its subsidiaries taken as a whole, as applicable; (d) any time the Continuing Directors do not constitute a majority of the Board of Directors of Maker (the "Board") (or, if applicable, the board of directors of a successor corporation to Maker); or (e) Maker undertakes a liquidation, dissolution or winding up. View More

Change In Control. Shall mean the occurrence of any of the following events: (i) the sale of all, or substantially all of the assets of the Company; (ii) a merger, or recapitalization, or similar transaction which results in the shareholders of the Company immediately prior to such event owning less than sixty percent (60%) of the fair market value or the voting power of the surviving entity; (iii) the date during any twelve (12) month period that a majority of the Board is replaced by directors whose... appointment is not endorsed by a majority of the members of the Board before the date of appointment or election; (iv) the acquisition, directly or indirectly, of the Beneficial Ownership (within the meaning of that term as it is used in Section 13(d) of the Exchange Act) of fifty percent (50%) or more of the outstanding voting securities of the Company by any Person, entity or group. This definition shall not apply to the purchase of by underwriters in connection with a public offering of securities of the Company, or the purchase of shares of up to twenty five percent (25%) of any class of securities of the Company by a tax-qualified employee stock benefit plan; or (v) the employment of a Chief Executive Officer other than the Company's current Chief Executive Officer as of the date of this Agreement. View More

Change In Control. The same meaning as set forth in the definition of 'Change of Control' in the ESP.