Change In Control

Change In Control. Means: (i) The date that a reorganization, merger, consolidation, recapitalization, or similar transaction involving the Company (other than a spinoff, exchange offer or similar transaction to or with the Company's shareholders) is consummated, unless: (i) at least 50% of the outstanding voting securities of the surviving or resulting entity (including without limitation, an entity which as a result of such transaction owns the Company either directly or through one or more subsidiaries)... ('Resulting Entity') are beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the outstanding voting securities of the Company immediately prior to such transaction in substantially the same proportions as their beneficial ownership, immediately prior to such transaction, of the outstanding voting securities of the Company and (ii) immediately following such transaction no person or persons acting as a group beneficially owns capital stock of the Resulting Entity possessing thirty-five percent (35%) or more of the total voting power of the stock of the Resulting Entity; (ii) The date that a majority of members of the Company's Board of Directors is replaced during any twenty-four (24 month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or' election; provided that no individual shall be considered to be so endorsed if such individual initially assumed office as a result of either an actual or threatened 'Election Contest' (as described in Rule 14a-11 promulgated under the Securities Exchange Act of 1934) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors (a 'Proxy Contest') including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; 2 (iii) The date that any one person, or persons acting as a group, other than an employee benefit plan of the Company or one of its Affiliates, or a trust thereof, or any underwriter, acquires (or has or have acquired as of the date of the most recent acquisition by such person or persons) beneficial ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; or (iv) The date that any one person acquires, or persons acting as a group acquire (or has or have acquired as of the date of the most recent acquisition by such person or persons), 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. View More

Change In Control. (A) any transaction or event as a result of which Aris Mortgage Holding Company, LLC ceases to own, beneficially or of record, 100% of the membership interests of Seller; (B) the sale, transfer, or other disposition of all or substantially all of Seller's assets (excluding any such action taken in connection with any securitization transaction); (C) if such Seller Party is a Delaware limited liability company, such Person enters into any transaction or series of transactions to adopt, file,... effect or consummate a Division, or otherwise permits any such Division to be adopted, filed, effected or consummated; (D) the consummation of a merger or consolidation of Seller with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's stock or other equity interests outstanding immediately after such merger, consolidation or such other reorganization is owned by Persons who were not stockholders or other equityholders of Seller immediately prior to such merger, consolidation or other reorganization or (E) other than in connection with the Transactions under this Agreement, Seller shall fail to own 100% of the REO Subsidiary Interests of the REO Subsidiary. View More

Change In Control. Shall have the same meaning as reflected in the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan.

Change In Control. Shall have the meaning given such term in the Academy Sports and Outdoors, Inc. 2020 Omnibus Incentive Plan or any successor plan thereto, in each case, as amended and/or restated from time to time

Change In Control. The occurrence of any of the following events after the Effective Date: (i)A 'change in the ownership' of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a 'group' (for purposes of this Section 2(g)(i), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total... fair market value or total voting power of the stock of the Company;(ii)A 'change in the effective control' of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a 'group' (for purposes of this Section 2(g)(ii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any 12-month period by directors 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; or(iii)A 'change in the ownership of a substantial portion' of the Company's assets within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a 'group' (for purposes of this Section 2(g)(iii), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions.The preceding provisions of this Section 2(g) are intended to merely summarize the provisions of Treasury Regulation § 1.409A-3(i)(5) and, to the extent that the preceding provisions of this Section 2(g) do not incorporate fully all of the provisions (or are otherwise inconsistent with the provisions) of Treasury Regulation § 1.409A-3(i)(5), then the relevant provisions of such Treasury Regulation shall control. View More

Change In Control. The occurrence of any of the following events: (a)Change in Ownership of the Company

Change In Control. The occurrence of either of the following: (a)one person (or more than one person acting as a group) acquires ownership of equity interests of the Company that, together with the equity interests held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the equity interests of the Company (or any holding company owning, directly or indirectly, all of the equity interests in the Company); provided, however, that, a Change in Control shall not... occur (i) if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the equity interests and acquires additional equity interests; or (ii) if the equity interests are acquired from a person by the person's family members or trusts or entities established for their benefit; or (b)one person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) assets (other than in the ordinary course of business) from the Company 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 the Company immediately before such acquisition or acquisitions. Notwithstanding the foregoing, a Change in Control shall occur only if such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A of the Code and the Rice Family Members, any corporation, partnership or other entity of which Rice Family Members are the direct, indirect or beneficial owners of the ownership interests of such entity or any affiliate of any of the foregoing, individually or collectively, fail to own at least a majority of the outstanding ownership interests of the Company (by vote or value). Any acquisition of equity interests of the Company or its parent entities by PubCo shall not constitute a Change in Control under the Plan with respect to Participants who (i) were active employees as of the date of the election described in Section 4(b); and (ii) who elected to convert their Phantom Units into Restricted Stock Units and as a result to treat any acquisition of equity interests of the Company or its parent entities by PubCo as not constituting a Change in Control under the Plan View More

Change In Control. Means any of the following transactions, provided, however, that the Administrator shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the this definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto: (i) A transaction or a series of related transactions whereby any Person or Group (other than the Company or any Affiliate) becomes the Beneficial Owner of... more than fifty percent (50%) of the total voting power of the Voting Stock of the Company, on a Fully Diluted Basis; (ii) Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") (together with any new directors whose election by such Incumbent Board or whose nomination by such Incumbent Board for election by the stockholders of the Company was approved by a vote of at least a majority of the members of such Incumbent Board then in office who either were members of such Incumbent Board or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of such Board then in office; (iii) The Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company (regardless of whether the Company is the surviving Person), other than any such transaction in which the Prior Stockholders own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such reorganization, merger, or consolidation transaction immediately after such transaction; (iv) The consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or Group (other than the Company or any Affiliate); or (v) The stockholders of the Company adopt a plan or proposal for the liquidation, winding up, or dissolution of the Company. View More

Change In Control. Shall mean: (1) any transaction (or series of related transactions) that results in the acquisition of 50% or more of the outstanding voting securities of the Company by another entity or group (i.e., an entity or group other than all existing beneficial owners of the Company at the time of such transaction or series of related transactions); excluding, however, any acquisition by the Company; (2) 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 shares of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (3) the Company's shareholders approve a plan of complete liquidation of the Company or the sale or disposition of all or substantially all of the Company's assets, and such liquidation, sale or disposition, as applicable, actually occurs. View More

Change In Control. Means the occurrence of any of the events: (i) a sale of all or substantially all of the assets of the Parent, or a sale (including an exchange) of all or substantially all of the shares of the Parent, to any person, or a purchase by a shareholder of the Parent or by an Affiliate of such shareholder, of all the shares of the Parent held by all or substantially all other shareholders or by other shareholders who are not Affiliated with such acquiring party; (ii) a merger (including, a reverse... merger and a reverse triangular merger), consolidation, amalgamation or like transaction of the Parent with or into another corporation; (iii) a scheme of arrangement for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction; or (iv) a Change in Board Event. 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: (i) its sole purpose is to change the jurisdiction of the Parent's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Parent's securities immediately before such transaction View More