Change In Control

Change In Control. The Company's Board of Managers determines whether a "Change in Control" has occurred using the following guidelines: a. A Triggering Acquiror of an Affected Entity is or becomes the "beneficial owner" (as determined in Rule 13d-3 promulgated under the Exchange Act) of 80% or more of the combined voting power of the outstanding securities of such Affected Entity; b. An Affected Entity is party to a merger or consolidation with another entity and, as a result of such transaction, 80% or more of... the combined voting power of outstanding securities of the Affected Entity or its successor in the merger (or a direct or indirect parent company of the Affected Entity or its successor in the merger) is owned in the aggregate by persons who were not "beneficial owners" (as determined in Rule 13d-3 promulgated under the Exchange Act) of securities of such Affected Entity immediately before such transaction; c. The owners of an Affected Entity approve a plan of dissolution or liquidation; or1Executive Severance Plan 1 d. All or substantially all of the assets or the issued and outstanding membership interests of an Affected Entity are sold, leased or otherwise disposed of in one or a series of related transactions to a person, other than another Affected Entity or an Affiliate. View More

Change In Control. Means (a) a transaction or series of transactions that results in both (i) VDA or any of its Affiliates ceasing to own or have voting control over at least 25% of the issued and outstanding Common Stock of the Company or any successor or acquiring entity or parent company thereof, and (ii) the shareholders holding Common Stock immediately prior to such transaction having shares exchanged, converted or cancelled for consideration provided in connection with such transaction; or (b) a sale of all... or substantially all of the assets of the Company. View More

Change In Control. Shall have the meaning set forth on Annex I attached hereto.

Change In Control. The meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein

Change In Control. The first (and only the first) to occur of any transaction or series of transactions in which one or more independent third parties acquire (whether by merger, consolidation, sale, transfer or exchange): (a) capital stock of FirstSun possessing the voting power to elect a majority of the directors serving on the board of directors of FirstSun, (b) over fifty percent (50%) of the value of issued and outstanding shares of capital stock of FirstSun, or (c) all or substantially all of the assets of... FirstSun (determined on a consolidated basis); provided, however, that a "Change of Control" must also qualify as a "change in the ownership or effective control" (within the meaning of Code Section 409A(a)(2)(A)(v)) of FirstSun, or a "change in the ownership of a substantial portion of the assets" (within the meaning of Code Section 409A(a)(2)(A)(v)) of FirstSun, and provided further, that a Change in Control will not include (i) a transaction in which the holders of the outstanding voting securities of FirstSun immediately prior to the transaction hold at least fifty percent (50%) of the outstanding voting securities of the successor company immediately after the transaction; (ii) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by FirstSun or any successor company, or indebtedness of FirstSun is cancelled or converted, or a combination thereof; (iii) a sale, lease, exchange or other transfer of all or substantially all of FirstSun's assets to a majority-owned subsidiary company; or (iv) a transaction undertaken for the principal purpose of an internal reorganization. View More

Change In Control. The occurrence of any of the following events, unless specifically provided otherwise by the Administrator with respect to a particular Offering:

Change In Control. As defined in the Company's 2021 Equity Incentive Plan (as amended or amended and restated from time to time, the "2021 Plan"), other than with respect to changes to the Incumbent Board (as defined in the 2021 Plan), which shall not apply

Change In Control. Any transaction, whether by merger, consolidation, asset sale, recapitalization, reorganization, combination, stock purchase, tender offer, reverse stock split, or otherwise, which results in the acquisition of, or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any entity, person or any group thereof acting in concert, of 50% or more of the outstanding shares of common stock of the Holding Company;... or (ii) the sale of 50% or more of the collective assets of the Holding Company. For purposes of this Section 10(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Holding Company. Change in Control shall be construed consistent with its meaning under Section 409A of the Code View More

Change In Control. The occurrence of any of the following events in accordance with Code Section 409A and the regulations and guidance of general application thereunder issued by the U.S. Department of the Treasury

Change In Control. A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") as in effect on the date of this Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Exchange Act that serve similar purposes; provided that, without limitation, such a Change in Control shall be deemed to have... occurred if and when (i) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of equity securities of Employer representing 20 percent or more of the combined voting power of Employer's then-outstanding equity securities, except that this provision shall not apply to any person currently owning at least five percent or more of the combined voting power of Employer's currently outstanding equity securities or to an acquisition of up to 20 percent of the then-outstanding voting securities that has been approved by at least 75 percent of the members of the Board of Directors who are not affiliates or associates of such person; (ii) during the period of this Agreement, individuals who, at the beginning of such period, constituted the Board of Directors of Employer (the "Original Directors"), cease for any reason to constitute at least a majority thereof unless the election or nomination for election of each new director was approved (an "Approved Director") by the vote of a Board of Directors constituted entirely of Original Directors and/or Approved Directors; (iii) a tender offer or exchange offer is made whereby the effect of such offer is to take over and control Employer, and such offer is consummated for the equity securities of Employer representing 20 percent or more of the combined voting power of Employer's then-outstanding voting securities; (iv) Employer is merged, consolidated, or enters into a reorganization transaction with another person and, as the result of such merger, consolidation, or reorganization, less than 75 percent of the outstanding equity securities of the surviving or resulting person shall then be owned in the aggregate by the former stockholders of Employer; or (v) Employer transfers substantially all of its assets to another person or entity that is not a wholly owned subsidiary of Employer. Sales of Employer's Common Stock beneficially owned or controlled by Employee shall not be considered in determining whether a Change in Control has occurred. View More