Change In Control. The first to occur of any of the following: (i) any one "person" or more than one person acting as a "group" becomes the "beneficial owner" (as such terms are used in the Securities Exchange Act of 1934) of more than fifty percent (50%) of the total voting power of common stock then outstanding; provided, however, that any acquisition by the Company, any entity controlled by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity... controlled by the Company shall not constitute a Change in Control of the Company; or (ii) a majority of the members of the Company's Board of Directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Company's Board of Directors before the date of the appointment or election; or (iii) the consummation of a merger, consolidation or similar transaction involving the Company where, immediately after the consummation of such transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either of the following, in each case, in substantially the same proportion as the ownership of the Company's stockholders prior to such transaction: (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction; or (iv) the consummation of a sale, transfer or liquidation of all or substantially all of the assets of the Company and its subsidiaries. Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of this Agreement would result in the imposition of an additional tax under Section 409A of the Code if the foregoing definition of "Change in Control" were to apply, but would not result in the imposition of any additional tax if the term "Change in Control" were defined herein to mean a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5), then "Change in Control" shall mean a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Section 409A of the Code.View More
Change In Control. The consummation of (i) a reorganization, merger, consolidation or recapitalization of the Company not entered into primarily in connection with capital raising purposes (a Business Combination), other than a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of... the voting securities of the Company, (ii) a complete liquidation or dissolution of the Company, or (iii) a sale of all or substantially all of the Company's assets.View More
Change In Control. Any acquisition or series of acquisitions by any Person other than the Company, any of the subsidiaries of the Company, any employee benefit plan of the Company, or any of their subsidiaries, or any Person holding common shares of the Company for or pursuant to the terms of such employee benefit plan, that results in that Person becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either... the then outstanding shares of the common stock of the Company ('Outstanding Company Common Stock') or the combined voting power of the Company's then outstanding securities entitled to then vote generally in the election of directors of the Company ('Outstanding Company Voting Securities'), except that any such acquisition of Outstanding Company Common Stock or Outstanding Company Voting Securities will not constitute a Change in Control while such Person does not exercise the voting power of its Outstanding Company Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Company, or Outstanding Company Voting Securities, and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Company Common Stock necessary to reduce its beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to below 30%.View More
Change In Control. Shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of 10% or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common... Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twenty four (24) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Company'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 12-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of Common Stock or securities convertible, exercisable or exchangeable into Common Stock directly from the Company or from any affiliate of the Company, or (B) any acquisition of Common Stock or securities convertible, exercisable or exchangeable into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.View More
Change In Control. The occurrence of any one of the following events: (i) any "person" (as defined in Section 13(d)(3) of the 1934 Act), company or other entity acquires "beneficial ownership" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company; provided, however, that no Change in Control shall have occurred in the event of such an acquisition by (A) the Company, (B) any... trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate, (C) any company or other entity owned, directly or indirectly, by the holders of the voting stock ordinarily entitled to elect directors of the Company in substantially the same proportions as their ownership of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such acquisition or (D) Scorpio Tankers Inc. ("Scorpio"), SeaDor Holdings LLC ("SeaDor"), Dorian Holdings LLC ("Dorian") or Kensico Capital ("Kensico") or any entity which Scorpio, SeaDor, Dorian or Kensico directly or indirectly "controls" (as defined in Rule 12b-2 under the 1934 Act); (ii) the sale of all or substantially all the Company's assets in one or more related transactions to any "person" (as defined in Section 13(d)(3) of the 1934 Act), company or other entity(an "Asset Sale"); provided, however, that no Change in Control shall have occurred in the event of such a sale (A) to a Subsidiary which does not involve a material change in the equity holdings of the Company, (B) to an entity (the "Acquiring Entity") which has acquired all or substantially all the Company's assets if, immediately following such sale, 50% or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity) is beneficially owned by the holders of the voting stock ordinarily entitled to elect directors of the Company immediately prior to such sale in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale or (C) to Scorpio, SeaDor, Dorian or Kensico or any entity which Scorpio, SeaDor, Dorian or Kensico directly or indirectly "controls" (as defined in Rule 12b-2 under the 1934 Act); (iii) any merger, consolidation, reorganization or similar event of the Company or any Subsidiary (a "Business Combination"); provided, however, that no Change in Control shall have occurred in the event 50% or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the surviving entity (the "Surviving Entity")(or, if applicable, the ultimate parent entity (the "Parent Entity") that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the surviving entity) is beneficially owned by the holders of the voting stock ordinarily entitled to elect directors of the Company immediately prior to such event in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such event; (iv) the approval by the Company's stockholders of a plan of complete liquidation or dissolution of the Company; (v) during any period of 12 consecutive calendar months, individuals: (A) who were directors of the Company on the first day of such period, or (B) whose election or nomination for election to the Board was recommended or approved by at least a majority of the directors then still in office who were directors of the Company on the first day of such period, or whose election or nomination for election were so approved, shall cease to constitute a majority of the Board; or (vi) any transaction the Board determines to be a Change in Control. Notwithstanding the foregoing, (1) in no event shall a Change in Control be deemed to have occurred in connection with an initial public offering of common stock of the Company, and (2) for any incentive award subject to Section 409A, a Change in Control shall be deemed to have occurred with respect to such award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A, provided that such limitation shall apply to such award only to the extent necessary to avoid adverse tax effects under Section 409A.View More
Change In Control. The occurrence of any of the following: (a) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; ...
Change In Control. For purposes of this Agreement, a "Change in Control" shall mean the occurrence of one or more of the following events: (a) the acquisition by any one person, or more than one person acting as a group, of stock of the Company or the Employer that, together with any stock already held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company or Employer, as applicable. However, if any one person or group is already... considered to own more than 50% of the Company or the Employer as of the Effective Date, the acquisition of additional stock by such person or group is not a Change in Control; or (b) the acquisition by any one person, or more than one person acting as a group (or a series of acquisitions during the 12-month period ending on the date of the 3 most recent acquisition by such person or group) of assets from the Employer or the Company that have a total gross fair market value equal to or greater than 50% of the total gross fair market value of all of the assets of the Employer or the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Employer or the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by the Employer or the Company is not treated as a change in ownership of such assets if the assets are transferred to: (i) a shareholder of the Employer or the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company or the Employer; (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Employer or the Company; or (iii) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person or group described in (iii) above. For purposes of (ii) through (iv) above, a person's or group's status is determined immediately after the transfer of assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation. Notwithstanding the foregoing, a Change in Control shall not include a sale to an Employee Stock Ownership Plan sponsored by the Company or the Employer or a sale or transfer to a family member or members of a current shareholder of the Company or the Employer, or a trust or partnership established by a current shareholder of the parent or family member of such shareholder if the partnership is substantially owned (80% or more) by a current shareholder or family member, or a transfer to a charitable trust or foundation established by a current shareholder or family member. A current shareholder is a shareholder of the Company or the Employer as of the Effective Date.View More
Change In Control. The occurrence of any of the following events: (i) any Person or group, other than the Partnership, the General Partner, Antero Resources Investment LLC, AR or any of their respective Affiliates (as determined immediately prior to such event), becomes the beneficial owner, by way of merger, acquisition, consolidation, recapitalization, reorganization, or otherwise, of 50% or more of the voting power of the equity interests in the General Partner; (ii) the sale or disposition by either the... General Partner or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than an Affiliate of the General Partner or the Partnership; (iii) approval by the General Partner of a complete liquidation or dissolution of the Partnership; (iv) a transaction resulting in a Person other than the General Partner, the Partnership, Antero Resources Investment LLC, AR or one of their respective Affiliates being the general partner of the Partnership; or (v) a 'Change in Control' as defined in the Antero Resources Corporation Long-Term Incentive Plan, as such plan may be amended, restated or otherwise modified from time to time. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award that provides for the deferral of compensation and is subject to Section 409A, then the transaction of event described in clause (i), (ii), (iii), (iv), or (v) above with respect to such Award must also constitute a 'change in control event,' as defined in Treasury Regulation Section 1.409A-3(i)(5), and as relates to the holder of such Award, to the extent required to comply with Section 409A.View More
