Change In Control

Change In Control. A Change in Control as defined under the Company's Amended and Restated 2007 Equity Incentive Plan, as amended and restated on September 27, 2013. Notwithstanding anything to the contrary, if required to avoid additional tax under Section 409A of the Code, the Change in Control must also be a change in control event described in Treas. Reg. Section 1.409A-3(i)(5)

Change In Control. The meaning specified in the Plan

Change In Control. The meaning as set forth in the Company's 2015 Incentive Plan, as amended from time to time. The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

Change In Control. Shall mean a change in the ownership of a substantial portion of the assets of Employer such that any one Person, or more than one Person acting as a group (as determined under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the Department of Treasury regulations thereunder) (Code Section 409A, together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other... guidance that may be issued after the date hereof, "Section 409A"), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person or Persons) assets from Employer that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of the assets of Employer immediately before such acquisition or acquisitions; or (ii) a change in the effective control of Employer such that any one Person, or more than one Person acting as a group (as determined under Section 409A), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of Employer possessing more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer. For purposes of the preceding clauses (i) and (ii), terms used therein shall have the meanings ascribed to them by Section 409A. A Change in Control shall not occur if any Affiliate of Employer is the acquirer. View More

Change In Control. The occurrence of any of the following events: (i) any consolidation or merger of the Company with or into another corporation or other entity or person, or any other corporate reorganization, in which the capital stock of the Company immediately prior to such consolidation, merger or reorganization, represents less than 50% of the voting power of the surviving entity (or if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or... reorganization or (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company. Equity financings, public offerings and/or administrative reorganizations and recapitalizations will not constitute a "Change in Control" hereunder. View More

Change In Control. Shall have the same meaning as prescribed in the BioCardia, Inc. 2002 Stock Plan, as amended, or its successor plan. Notwithstanding the foregoing, (i) a transaction will not be deemed a Change in Control unless the transaction qualifies as a "change in control event" within the meaning of Section 409A and (ii) the transactions contemplated by the Agreement and Plan of Merger by and among Tiger X Medical, Inc., the Company, Icicle Acquisition Corp., and the Company Representative named therein,... dated August __, 2016, will not be deemed a Change in Control. View More

Change In Control. Shall mean (i) the consolidation or merger of the Corporation with or into any other corporation or other entity (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of outstanding securities entitled to vote generally in the election of directors of the Corporation ('Corporation Voting Securities') immediately prior to such transaction beneficially own, directly or indirectly, a majority of the combined voting power... of the then outstanding securities entitled to vote generally in the election of directors of the resulting, 1 surviving or acquiring corporation in such transaction), or (ii) the sale of all or substantially all of the assets of the Corporation to any other corporation or other entity. View More

Change In Control. Is defined as (i) the sale or disposition by the Company to an unrelated third party of substantially all of its business or assets, (ii) the sale of the capital stock of the Company in connection with the sale or transfer of a Controlling Interest in the Company to an unrelated third party, or (iii) the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party.

Change In Control. Means an event of a nature that: (1) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) who is not now presently but 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 Company's outstanding securities except for any securities purchased by any tax-qualified employee benefit plan of the Company; or (2) individuals who constitute the Board on the date... hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (2), considered as though he were a member of the Incumbent Board; or (3) consummation of regulatory approval to implement a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or similar transaction in which the Company is not the resulting entity or such plan, merger, consolidation, sale or similar transaction occurs; or (4) a proxy statement soliciting proxies from shareholders of the Company shall be distributed by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations, and, following such distribution, the outstanding shares of the class of securities then subject to the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Company; or (5) a tender offer is made for 25% or more of the voting securities of the Company. View More

Change In Control. Means the occurrence of any of the following events after the date of this Agreement: -1- (i) A change in the composition of the Board of Directors of the Corporation, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (1) had been directors of the Corporation twenty-four (24) months prior to such change or (2) were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the directors... who had been directors of the Corporation 24 months prior to such change and who were still in office at the time of the election or nomination; or (ii) Any "person" (as such term is used in section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the "Capital Stock"). View More