Change In Control

Change In Control. Shall mean i) the sale of all or substantially all the assets of a Party; ii) any merger, consolidation or acquisition of a Party with, by or into another corporation, entity, or person; or iii) any change in which beneficial ownership of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors has changed.

Change In Control. The meanings such term in the Company's 2014 Stock Plan (As Amended and Restated), as amended from time to time (and any successor plan thereto).

Change In Control. The consummation of any of the following transactions: (i) any person (as defined in the securities laws) becomes a direct or indirect beneficial owner of securities of the Company or the Affiliate employing the Executive representing 20% or more of the combined voting power of the Company's or Affiliate's then outstanding securities; or (ii) the Company or the Affiliate employing the Executive is merged or consolidated with another entity, and as a result of such merger or consolidation, less... than 75% of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the former shareholders of the Company or such Affiliate; or (iii) during any two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors at the beginning of the period. A Change in Control will only be deemed to have occurred if one of the three above-listed scenarios occurs and, as a result thereof, the Executive is not offered a position that is substantially similar to the Executive's position immediately prior to the transaction, in terms of duties, responsibilities, compensation and benefits. Notwithstanding the foregoing, for purposes of any payment that is subject to Section 409A of the Code (and for which no exception applies), a Change in Control will be deemed not to have occurred unless the events or circumstances constituting a Change in Control also constitute a "change in control event" within the meaning of Section 409A of the Code. View More

Change In Control. The meaning ascribed to such term in the Company's 2021 Equity Incentive Plan, as may be amended or restated from time to time.

Change In Control. (a) prior to a Qualified Public Offering, (i) Permitted Investors shall cease to own, free and clear of all Liens or other encumbrances (other than those in favor of the Administrative Agent), at least 50.1% of the outstanding Equity Interests of the Borrower on a fully diluted basis, or (ii) the occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (x) directors of the Borrower on the date of this... Agreement nor (y) nominated, ratified, appointed or approved by the board of directors of the Borrower; (b) after a Qualified Public Offering, (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) (other than the Permitted Investors), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower (or, in the case of the Specified Change of Control Transactions, Borrower Parent) or (ii) the occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Borrower (or, in the case of the Specified Change of Control Transactions, Borrower Parent) by Persons who were neither (x) directors of the Borrower or, as applicable, Borrower Parent, on the date of the Qualified Public Offering nor (y) nominated, ratified, appointed or approved by the board of directors of the Borrower or, as applicable, Borrower Parent, or (iii) after the Specified Change of Control Transactions, the Borrower Parent shall cease to own, free and clear of all Liens or other encumbrances (other than those in favor of the Administrative Agent, if any), directly, 100% of the outstanding voting Equity Interests the Borrower on a fully diluted basis and all voting rights and equivalent economic interests with respect thereto; and (c) except in connection with a transaction permitted by this Agreement, the Borrower shall cease to own, free and clear of all Liens or other encumbrances (other than those in favor of the Administrative Agent), directly or indirectly, 100% (other than directors' qualifying shares) of the outstanding voting Equity Interests of any Subsidiary of the Borrower on a fully diluted basis and all voting rights and equivalent economic interests with respect thereto View More

Change In Control. A Sale Event, as defined in the Graphite Bio, Inc. 2021 Stock Option and Incentive Plan, as amended from time to time

Change In Control. (i) a sale, conveyance or other disposition of all or substantially all of the assets, property or business of Velodyne, except where such sale, conveyance or other disposition is to a wholly owned subsidiary of Velodyne, (ii) a merger or consolidation of Velodyne with or into another corporation, entity or person, other than any such transaction in which the holders of voting capital stock of Velodyne outstanding immediately prior to the transaction continue to hold a majority of the voting... capital stock of Velodyne (or the surviving or acquiring entity) outstanding immediately after the transaction (taking into account only stock of Velodyne held by such stockholders immediately prior to the transaction and stock issued on account of such stock in the transaction), or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of Velodyne; provided, however, that a Change in Control shall not include any transaction or series of related transactions (1) principally for bona fide equity financing purposes or (2) effected exclusively for the purpose of changing the domicile of Velodyne. A series of related transactions shall be deemed to constitute a single transaction for purposes of determining whether a Change in Control has occurred. In addition, if a Change in Control constitutes a payment event with respect to any amount that is subject to Code Section 409A, then the transaction must also constitute a 'change in control event' as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A. View More

Change In Control. Shall have the meaning given such term in the First Advantage Corporation 2021 Omnibus Incentive Plan or any successor plan thereto, in each case, as amended and/or restated from time to time.

Change In Control. Shall be deemed to take place on the occurrence of either of the following events: (i) The effective time of (A) a merger or consolidation of Modine with one or more other corporations as a result of which the holders of the outstanding capital stock of Modine entitled to vote in elections of directors ('Voting Power') of Modine immediately prior to such merger or consolidation (other than the surviving or resulting corporation or any Affiliate or Associate thereof) hold less than 50% of the... Voting Power of the surviving or resulting corporation, or (B) a transfer of 51% of the Voting Power, or a majority of Modine's consolidated assets to an entity, other than to an entity of which Modine owns at least 50% of the Voting Power; or (ii) During any period of 12 months, the persons who at the beginning of such 12-month period were directors of Modine cease for any reason to constitute at least a majority of the Board of Directors of Modine. View More

Change In Control. With respect to any entity: (i) the sale, transfer, assignment or other disposition (including by merger or consolidation, but excluding any sales by stockholders made as part of an underwritten public offering of the common stock of the entity) by stockholders of the entity, in one transaction or a series of related transactions, of more than 50% of the voting power represented by the then outstanding capital stock of the entity to one or more Persons, or (ii) the sale of all or substantially... all of the assets of the entity (other than a transfer of financial assets made in the ordinary course of business for the purpose of securitization). Notwithstanding the foregoing, a "Change in Control" shall not be deemed to occur upon completion of a Venture Capital Financing. For purposes hereof, the term "Venture Capital Financing" means the sale and issuance by the Company, to one or more investors, of the Company's Common Stock, securities convertible into Common Stock or other equity securities of the Company, for financing purposes in a transaction exempt from the registration requirements of the Securities Act View More