Change In Control

Change In Control. Shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains a different definition of "Change in Control," be deemed to occur upon: (i) Any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") (other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any affiliate thereof or (B) the Institutional... Investors as of the Effective Date) acquires "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities; provided, however, that if the Company engages in a merger or consolidation in which the Company or the surviving entity in such merger or consolidation becomes a subsidiary of another entity, then references to the Company's then outstanding securities shall be deemed to refer to the outstanding securities of such parent entity; (ii) A majority of the members of the Board shall not be Continuing Directors; or (iii) The consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or if the surviving entity is or shall become a subsidiary of another entity, then such parent entity)) more than 40% of the combined voting power of the voting securities of the Company (or such surviving entity or parent entity, as the case may be) outstanding immediately after such merger or consolidation. To the extent a Plan Award provides for "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a Change in Control is intended to constitute a payment event under such Plan Award, then Change in Control shall mean a "change in control event" as defined in Treasury Regulations Section 1.409A-3(i)(5) and any interpretative guidance promulgated under Section 409A of the Code. In addition, notwithstanding anything herein to the contrary, in any circumstance in which the definition of "Change in Control" under this Plan would otherwise be operative and with respect to which the additional tax under Section 409A of the Code would apply or be imposed, but where such tax would not apply or be imposed if the meaning of the term "Change in Control" met the requirements of Section 409A(a)(2)(A)(v) of the Code, then the term "Change in Control" herein shall mean, but only for the transaction, event or circumstance so affected and the item of income with respect to which the additional tax under Section 409A of the Code would otherwise be imposed, a transaction, event or circumstance that is both (x) described in the preceding provisions of this definition, and (y) a "change in control event" within the meaning of Treasury Regulations Section 1.409A-3(i)(5). View More

Change In Control. Means: (i) a A change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons" (as defined in Section 3(a)(9) of the Exchange Act) or any two or more persons deemed to be one "person" (as such terms are used in Sections 13(d)(3) 13(d) and 14(d)(2) of the Exchange ... class="diff-color-red">Act), other Act) (other than the Company or any of its Subsidiaries, Affiliates, or an employee benefit plan maintained by the Company or any of its Subsidiaries, Affiliates) directly or indirectly acquire "beneficial ownership" acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company's securities outstanding immediately after such acquisition; (ii) the date upon which individuals Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then constituting comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or (iii) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any "person" or "group" (as such terms are defined in Section 3(a)(9) of the Exchange Act) or to any two or more persons deemed to be one "person" (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Subsidiaries. Company's Affiliates. View More

Found in TransDigm Group contract

Change In Control. Shall have occurred at such time, if any, as Incumbent Directors cease for any reason to constitute a majority of Directors. For purposes of this Section 1(a), Incumbent Directors means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company's stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors... (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual's election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents in opposition to one or more nominees for director chosen by or on behalf of a Person other than the Board. View More

Change In Control. The consummation of any of the following events: (i) a sale, lease or disposition of all or substantially all of the assets of the Company, or (ii) a merger or consolidation (in a single transaction or a series of related transactions) of the Company with or into any other corporation or corporations or other entity, or any other corporate reorganization, where the stockholders of the Company immediately prior to such event do not retain (in substantially the same percentages) beneficial... ownership, directly or indirectly, of more than fifty percent (50%) of the voting power of and interest in the successor entity or the entity that controls the successor entity; provided, however, that a "Change in Control" shall not include a sale, lease, transfer or other disposition of all or substantially all of the capital stock, assets, properties or business of the Company (by way of merger, consolidation, reorganization, recapitalization, sale of assets, stock purchase, contribution or other similar transaction) that involves the Company, on the one hand, and Converted Organics CMGI, Inc. or any Converted Organics CMGI Subsidiary (as defined herein), on the other hand. View More

Change In Control. (i) The acquisition Acquisition by any Person (as defined below) of beneficial ownership of fifty-one percent (51%) or more than 25% of the total fair market value or total voting power then outstanding shares of the common stock of the Company; (ii) Individuals who constitute the Board on the effective date of this Plan (the "Incumbent Board") cease to constitute at least a majority of the Board, provided that any director whose nomination was approved by a vote of at least a majority two-thirds of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board; Board, but excluding any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, but excluding any such individual whose initial assumption of office is in connection with an actual or threatened solicitation for the purpose of opposing a solicitation by any other person relating to the election of directors of the Company, as such terms are used in Rule 14a-12(c) promulgated under The Securities Exchange Act of 1934, as amended (the "Act"). (iii) The Approval by the shareholders of the Company consummates of a reorganization, merger, share exchange or consolidation (a "Reorganization"), provided that no change shareholder approval of a Reorganization will not constitute a Change in control will be deemed to have occurred in connection with any Reorganization involving a corporation or entity owned or proposed to be owned, directly or indirectly, by stockholders Control if, upon consummation of the Company if the stockholders' ownership Reorganization, each of the total following conditions is satisfied: (iv) no Person beneficially owns 20% or more of either (1) the then outstanding shares of common stock of the corporation resulting from the transaction or (2) the combined voting power of the then outstanding voting securities of such corporation or entity resulting from such transaction constitutes at least a majority entitled to vote generally in the election of the ownership of the total voting power of the resulting entity directors; and (v) at least a majority of the members of the board of directors of the corporation resulting entity from the Reorganization were members of the Incumbent Board at the time of the execution of the initial agreement providing for such transaction; (iv) the Reorganization; or (vi) Approval by the stockholders shareholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company. (v) (vii) For purposes of this Section 2(f), "Person" means any individual, entity or group (within the meaning of Section 13(d)(3) of the Act), other than any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company, and "beneficial ownership" has the meaning given the term in Rule 13d-3 under the Act. (viii) Neither the sale of Company Stock in an initial public offering nor any restructuring of the Company or its Board in contemplation of or as a result of an initial public offering shall constitute a Change in Control for purposes of this Plan. View More

Change In Control. Has Shall have the meaning given to that such term in the Employment Agreement.

Change In Control. Shall mean: (1) the acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority more of the combined voting power of the Corporation's then outstanding voting securities, other than by any employee benefit plan maintained by the Corporation; (2) the sale of all or... substantially all the assets of the Corporation and its subsidiaries taken as a whole; (3) the consummation of a merger, combination, consolidation, recapitalization or (3) other reorganization of the Corporation with one or more other entities that are not subsidiaries if, as a result of the consummation of the merger, combination, consolidation, recapitalization or other reorganization, less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to the event; or (4) the election, including the filling of vacancies, during any period of 24 months or less, of 50% or more of the members of the Board of Directors, without the approval of Continuing Directors, as constituted at the beginning of such period. Continuing Directors "Continuing Directors" shall mean any director of the Corporation who either (i) is a member of the Board of Directors on the Grant Date, or (ii) is nominated for election to the Board of Directors by a majority of the Board which is comprised of directors who were, at the time of such nomination, Continuing Directors. View More

Change In Control. Shall have such Such meaning as otherwise set forth in the Employment Agreement. Agreement

Change In Control. An Means an occurrence of a nature with respect to the Company that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated issued under the Exchange Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Corporation shall be deemed to have occurred as of the first day that any one or more of the following conditions is satisfied: (a) Any any Person is or becomes the Beneficial Owner, "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company Corporation representing twenty percent (20%) 25% or more of the combined voting power of the Company's Corporation's then outstanding securities; or (b) At the failure at any time a majority of the Board of Directors of the Company is comprised of other than Continuing Directors (for purposes of this section, the term Continuing Director means a director who was either (i) first elected or appointed as a director prior to the Effective Date of this Agreement; or (ii) subsequently elected or appointed as a director if such director was nominated or appointed by constitute at least a majority of the then Continuing Directors); Board; or (c) Any any of the following occur: (i) Any any merger or consolidation of the Company, Corporation, other than a merger or consolidation in which the voting securities of the Company Corporation immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities of the surviving entity) fifty percent (50%) 40% or more of the combined voting power of the Company Corporation or surviving entity immediately after the merger of or consolidation with another entity; (ii) Any any sale, exchange, lease, mortgage, pledge, transfer, transfer or other disposition (in a single transaction or a series of related transactions) of assets or earning power aggregating more than fifty percent (50%) 40% of the assets or earning power of the Company Corporation on a consolidated basis; (iii) Any any complete liquidation or dissolution of the Company; Corporation; (iv) Any any reorganization, reverse stock split, split or recapitalization of the Company Corporation which would result in a Change in Control; Control as otherwise defined in this Plan; or (v) Any any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing; or any agreement, contract, or other arrangement providing for any of the foregoing. View More

Change In Control. Any one of the following events: (1) events (i) the acquisition by any person of ownership of, holding or power to vote more than 20% twenty percent (20%) of the Company's voting stock, (2) stock; (ii) the acquisition by any person of the ability to control the election of a majority of the Company's board of directors, (3) directors; (iii) the acquisition of a controlling influence over the management or policies of the Company by any person or by persons acting as a "group" (within the... meaning of Section 13(d) of the Securities Exchange Act of 1934 (Exchange Act), ("Exchange Act"); or (4) (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the board of directors (the "Existing Board") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, in the case of (1), (2) (i), (ii) and (3) (iii) hereof, ownership or control of the Company's voting stock by the only a subsidiary of the Company or any employee benefit plan sponsored by the Company or any subsidiary shall not constitute a Change in Control. For purposes of this subparagraph, the term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization of any other form of entity not specifically listed herein View More