Change In Control

Change In Control. The occurrence of a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company, as determined in accordance with this definition. In determining whether an event shall be considered a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company, the following provisions shall apply: (a) A "change in the ownership" of the... Company shall occur on the date on which any one person, or more than one person acting as a group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (a "Person")), acquires ownership of the equity securities of the Company that, together with the equity securities held by such Person, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the Company, as determined in accordance with Treasury Regulation §1.409A-3(i)(5)(v). If a Person is considered either to own more than fifty percent (50%) of the total air market value or total voting power of the equity securities of the Company, or to have effective control of the Company within the meaning of subsection (B), and such Person acquires additional equity securities of the Company, the acquisition of additional equity securities by such Person shall not be considered to cause a "change in the ownership" of the Company. 4 (b) A "change in the effective control" of the Company shall occur on either of the following dates: (i) The date on which any Person, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) ownership of equity securities of the Company possessing thirty percent (30%) or more of the total voting power of the Company's equity securities, as determined in accordance with Treasury Regulation §1.409A-3(i)(5)(vi). If a Person is considered to possess thirty percent (30%) or more of the total voting power of the Company's equity securities, and such Person acquires additional equity securities of the Company, the acquisition of additional equity securities by such Person shall not be considered to cause a "change in the effective control" of the Company; or (ii) The date on which a majority of the members of the Board of Directors of the Company is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election, as determined in accordance with Treasury Regulation §1.409A-3(i)(5)(vi). (c) A "change in the ownership of a substantial portion of the assets" of the Company shall occur on the date on which any one Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, as determined in accordance with Treasury Regulation §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a "change in the ownership of a substantial portion of the assets" when such transfer is made to an entity that is controlled by the holders of the Company's equity securities, as determined in accordance with Treasury Regulation §1.409A-3(i)(5)(vii)(B). (d) For the purposes of this Plan and this definition, the following acquisitions shall not constitute a Change in Control: (i) an acquisition by the Company or entity controlled by the Company, or (ii) an acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company. View More

Change In Control. The closing of the merger contemplated by that certain Agreement and Plan of Merger by and among Graham Holdings Company, a Delaware corporation, the Company and certain other parties, dated April 3, 2021 (the "Merger Agreement")

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: (a) any merger, business combination, consolidation or purchase of outstanding capital stock of the Company with or into, or any acquisition by, another entity after which the voting securities of the Company, outstanding immediately prior thereto, represent (either by remaining outstanding or by being converted into... voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such event (other than as a result of a financing transaction); (b) any sale or exchange of all or substantially all of the capital stock or assets of the Company (other than in a spin-off or similar transaction) for cash, securities or other property pursuant to a share exchange transaction; (c) any other form of business combination or acquisition of the business of the Company in which the Company is the target of the acquisition, as determined by the Board, whose determination shall be conclusive; or (d) any liquidation or dissolution of the Company. A Change in Control caused by an increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property is not treated as a Change in Control for purposes of the Plan. View More

Change In Control. The occurrence of any of the following events: (i) Any "person" becomes the "beneficial owner", directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; provided however, that for purposes of this subsection any acquisition of securities directly from the Company shall not constitute a Change in Control; or (ii) The consummation of the sale or disposition by the... Company of all or substantially all of the Company's assets; (iii) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; (iv) The consummation of a merger or consolidation of the Company with any other corporation View More

Change In Control. (i) a sale, conveyance or other disposition of all or substantially all of the assets, property or business of TuSimple, except where such sale, conveyance or other disposition is to a wholly owned subsidiary of TuSimple, (ii) a merger or consolidation of TuSimple with or into another corporation, entity or person, other than any such transaction in which the holders of voting capital stock of TuSimple outstanding immediately prior to the transaction continue to hold a majority of the voting... capital stock of TuSimple (or the surviving or acquiring entity) outstanding immediately after the transaction (taking into account only stock of TuSimple 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 TuSimple; 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 TuSimple. 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. A Sale Event (as defined in the Refresh RSU Agreement and the Performance RSU Agreement)

Change In Control. Means the transfer (whether by tender offer, merger, stock purchase, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Company's voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving entity) or would otherwise have the power to control the board of directors of the Company or to... direct the operations of the Company. View More

Change In Control. The occurrence of any of the following events: (i) A change in the ownership of VIZIO Holding which occurs on the date that any one person, or more than one person acting as a group ("Person"), acquires ownership of the stock of VIZIO Holding that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of VIZIO Holding; provided, however, that for purposes of this subsection, (i) the acquisition of additional stock by any one Person, who is... considered to own more than 50% of the total voting power of the stock of VIZIO Holding will not be considered a Change in Control, and (ii) if the stockholders of VIZIO Holding immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of VIZIO Holding's voting stock immediately prior to the change in ownership, the direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of VIZIO Holding or of the ultimate parent entity of VIZIO Holding, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own VIZIO Holding, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or (ii) A change in the effective control of VIZIO Holding which occurs on the date that a majority of members of the Board is replaced during any 12-month period by Board members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of VIZIO Holding, the acquisition of additional control of VIZIO Holding by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of VIZIO Holding's assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from VIZIO Holding that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of VIZIO Holding immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of VIZIO Holding's assets: (A) a transfer to an entity that is controlled by VIZIO Holding's stockholders immediately after the transfer, or (B) a transfer of assets by VIZIO Holding to: (1) a stockholder of VIZIO Holding (immediately before the asset transfer) in exchange for or with respect to VIZIO Holding's stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by VIZIO Holding, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of VIZIO Holding, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value shall mean the value of the assets of VIZIO Holding, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, 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 VIZIO Holding. Notwithstanding the foregoing, 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. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the state of VIZIO Holding's incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held VIZIO Holding's securities immediately before such transaction. View More

Change In Control. Means any transaction or event, or series of related transactions or events, which constitutes both a "Change in Control" as defined in the Plan and a "change in control event" as defined in Treasury Regulation section 1.409A-3(i)(5).

Change In Control. A change in the effective ownership or effective control of the Bank or the Company or a change in the ownership of a substantial portion of the assets of the Bank of the Company, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5)