Change In Control

Change In Control. (i) a change in the ownership of the Company (as defined in Treas. Reg. Section 1.409A-1(i)(5)(v)), (ii) a change in effective control of the Company (as defined in Treas. Reg. Section 1.409A-1(i)(5)(vi)), or (iii) a change in the ownership of a substantial portion of the assets of the Company (as defined in Treas. Reg. Section 1.409A-1(i)(5)(vii)), including the default presumptions under each section.

Change In Control. A Sale Event, as defined in the Twilio Inc. 2016 Stock Option and Incentive Plan, as amended from time to time

Change In Control. Shall have the meaning ascribed to such term in the Executive Severance Agreement or Executive Severance Policy, as applicable

Change In Control. Shall have the meaning ascribed to that term in that certain Employment Agreement, dated as of December 20, 2022, by and between the Company and Executive (as may be amended or restated from time to time, the "Employment Agreement").

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, within the 12-month period ending on the date of such person's most recent acquisition, a 'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change in Control shall not... be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another entity and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, securities entitling such stockholders to more than 50% of all votes to which all security holders of the parent entity would be entitled in the election of directors (or analogous governing body), without consideration of the rights of any class of securities to elect directors (or analogous persons) by a separate class vote; and provided further that ownership or control of the Company's voting securities, individually or collectively, by any Affiliate that a benefit plan sponsored by the Company or any Affiliate shall not constitute a Change in Control. (ii) The consummation of (A) a merger, consolidation, or similar extraordinary event involving the Company and another entity where the stockholders of the Company, immediately prior to the merger, consolidation or similar extraordinary event, will not beneficially own, immediately after the merger, consolidation or similar extraordinary event, securities entitling such stockholders to more than 50% of all votes to which all security holders of the surviving entity would be entitled in the election of directors (or analogous persons), without consideration of the rights of any class of securities to elect directors (or analogous persons) by a separate class vote, or (B) a sale or other disposition of all or substantially all of the assets of the Company; or (iii) During any 12-month period after the Effective Date, individuals who at the beginning of such period constituted the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the Company's stockholders, of at least a majority of the directors who were not directors at the beginning of such period, was approved by a vote of at least two-thirds of the directors then in office at the time of such election or nomination who either (A) were directors at the beginning of such period or (B) whose appointment, election or nomination for election was previously so approved. Notwithstanding the foregoing, the Administrator may modify the definition of a Change in Control for a particular Award as the Administrator deems appropriate to comply with Section 409A View More

Change In Control. Each of the following: (i) Any transaction in which shares of voting securities of the Company representing more than 50% of the total combined voting power of all outstanding voting securities of the Company are issued by the Company, or sold or transferred by the stockholders of the Company, in either case resulting in those persons and entities who beneficially owned voting securities of the Company representing more than 50% of the total combined voting power of all outstanding voting... securities of the Company immediately prior to such transaction ceasing to beneficially own voting securities of the Company representing more than 50% of the total combined voting power of all outstanding voting securities of the Company immediately after such transaction; (ii) The merger or consolidation of the Company with or into another entity resulting in those persons and entities immediately prior to such merger or consolidation who beneficially owned all of the outstanding voting securities of the Company ceasing to beneficially own voting securities representing more than 50% of the total combined voting power of all outstanding voting securities of the surviving corporation or resulting entity immediately after such merger or consolidation; or (iii) The sale of all or substantially all of the Company's assets unless those persons and entities who beneficially owned voting securities of the Company representing more than 50% of the total combined voting power of all outstanding voting securities of the Company immediately prior to such asset sale beneficially own voting securities of the purchasing entity representing more than 50% of the total combined voting power of all outstanding voting securities of the purchasing entity immediately after such asset sale. Notwithstanding anything herein to the contrary, with respect to any amounts that constitute deferred compensation under Section 409A, to the extent required to avoid accelerated taxation or penalties, no Change in Control will be deemed to have occurred unless such Change in Control also constitutes a change in control in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company's assets under Treasury Regulation Section 1.409A-3(i)(5). View More

Change In Control. Any one of the following: (i) Continuing Directors during any 12-month period no longer constitute a majority of the Directors; (ii) any person, or persons acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(vi)(D)), acquires (or has acquired within the 12 month period ending on the date of the last acquisition by such person or persons), directly or indirectly, thirty percent (30%) or more of the voting power of the then outstanding securities of the Company entitled to vote... for the election of Directors; provided that this Section 1(e)(ii) shall not apply with respect to any acquisition of securities by any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company or any affiliate of the Company; (iii) any person, or persons acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(v)(B)), acquires ownership (including any previously owned securities) of more than fifty percent (50%) of either (x) the voting power value of the then outstanding securities of the Company entitled to vote for the election of Directors or (y) the fair market value of the Company; provided that this Section 1(e)(iii) shall not apply with respect to any acquisition of securities by any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company or any affiliate of the Company; or (iv) a sale of substantially all of the Company's assets; provided that the transaction or event described in Section 1(e)(i), (ii), (iii) or (iv) constitutes a "change in control event" as defined in Treas. Reg. §1.409A-3(i)(5) View More

Change In Control. Shall have the same meaning as set forth in the Plan, with the closing date thereof referred to herein as the "Closing Date".

Change In Control. A "Change in Control" shall be deemed to have occurred if, prior to the Executive's Termination of Employment: (1) with respect to the Company: (A) any person (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as in effect on the date of this Agreement) (i) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, as in... effect on the date of this Agreement) of 50% or more of the total fair market value or total voting power ("Voting Securities") of the Company or (ii) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) ownership of the stock of the Company possessing 30% or more of the Voting Securities, excluding, in each case, however, the following: (x) MasterBrand, (y) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by MasterBrand or any entity controlled by MasterBrand (including the Company); and (z) any acquisition by an entity controlled by MasterBrand; or 2 (B) the Company shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of the Company shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof, (i) the stockholders of MasterBrand or MasterBrand shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns the Company or MasterBrand or all or substantially all of the assets of the Company or MasterBrand, either directly or through one or more subsidiaries) ("Newco") immediately thereafter in substantially the same proportions as their ownership immediately prior to such corporate transaction or (ii) no person beneficially owns (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations promulgated thereunder (as in effect on the date hereof)), directly or indirectly, 30% of more of the combined Voting Securities of Newco immediately after such corporate transaction except to the extent that such ownership of the Company or MasterBrand existed prior to such corporate transaction. (2) with respect to MasterBrand: (A) any person (as that term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date of this Agreement) (i) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, as in effect on the date of this Agreement) of 50% or more of the total fair market value or total voting power of the Voting Securities of MasterBrand or (ii) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) ownership of the stock of MasterBrand possessing 30% or more of the Voting Securities, excluding, in each case, however, the following: (x) any acquisition directly from MasterBrand, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from MasterBrand; (y) any acquisition by MasterBrand; (z) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by MasterBrand or any entity controlled by MasterBrand; (xx) the acquisition of additional stock or voting power by a person considered to own more than 50% of the total fair market value or Voting Securities in the case of clause (i) of this clause (A) or by a person considered to own more than 30% of the Voting Securities in the case of clause (ii) of this clause (A); or (yy) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of clause (C) below; 3 (B) more than 50% of the members of the Board of Directors of MasterBrand (the "MasterBrand Board") shall, during a 12-month period, cease to be Continuing Directors (which term, as used herein, means the directors of MasterBrand: (i) who were members of the MasterBrand Board on the date hereof; or (ii) who subsequently became directors of MasterBrand and who were elected or designated to be candidates for election as nominees of the MasterBrand Board, or whose election or nomination for election by MasterBrand's stockholders was otherwise approved, by a vote of a majority of the Continuing Directors then on the MasterBrand Board but shall not include, in any event, any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14(a)-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the MasterBrand Board); or (C) MasterBrand shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of MasterBrand shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof: (i) the stockholders of MasterBrand immediately prior thereto shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns MasterBrand or all or substantially all of the assets of MasterBrand, either directly or through one or more subsidiaries) ("MasterBrand Newco") immediately thereafter in substantially the same proportions as their ownership immediately prior to such corporate transaction; (ii) no person beneficially owns (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations promulgated thereunder (as in effect on the date hereof)), directly or indirectly, 30% or more of the combined Voting Securities of MasterBrand Newco immediately after such corporate transaction except to the extent that such ownership of MasterBrand existed prior to such corporate transaction, and (iii) more than 50% of the members of the Board of Directors of MasterBrand Newco shall be Continuing Directors. View More

Change In Control. The date upon which any of the following events occur: (i) Any Person (as that term is used in Sections 13(d) and 14(d) of the Act), other than the Company, a subsidiary, or any employee benefit plan(s) sponsored by the Company or a subsidiary, has acquired the Beneficial Ownership (as determined under Rule 13d-3 under the Act), directly or indirectly, of securities of the Company entitling such Person to 30% or more of the Voting Power of the Company; (ii) At any time less than 51% of the... members of the Board (excluding vacant seats) shall be Continuing Directors; or (iii) The consummation of a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company as a result of which the stockholders of the Company immediately prior to such transaction shall not hold, directly or indirectly, immediately following such transaction a majority of the Voting Power, and in substantially the same proportions as they held prior to such transaction, of (A) in the case of a merger or consolidation, the surviving or resulting corporation, (B) in the case of a share exchange, the acquiring corporation or (C) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 30% of the consolidated assets of the Company immediately prior to the transaction. Notwithstanding the foregoing, if required in order to comply with section 409A of the Code, then for purposes of payment of any amount upon the Change in Control, no Change in Control shall be deemed to have occurred upon an event described in items (i) - (iii) above unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under section 409A of the Code. View More