Change In Control

Change In Control. The occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii)

Change In Control. The meaning set forth in the Stockholders' Agreement, dated as of July 29, 2019, by and among the Company, the GS Investors and the TPG Investors, as amended from time to time

Change In Control. The meaning specified in the Employment Agreement.

Change In Control. Shall have the same definition as under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan, as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference.

Change In Control. The Company or the Bank sells, by way of a merger, consolidation, asset sale or similar transaction, to any one person, or more than one person acting as a group (as determined under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")) assets of the Company or the Bank that have a total fair market value equal to more than fifty-one percent (51%) of the total gross fair market value of all of the assets of the corporation immediately before such disposition or related... dispositions, where "gross fair market value" means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets) View More

Change In Control. Shall have the meaning set forth in Section 13(h) of the Company's 2014 Equity Incentive Plan as of the Effective Date.

Change In Control. The occurrence of the Offer Acceptance Time, as such term is defined in the Agreement and Plan of Merger, dated as of September 16, 2019, among the Company, H. Lundbeck A/S and certain other parties (the "Merger Agreement") or, if the Merger Agreement is terminated without the transactions contemplated thereby having been consummated, shall have the meaning set forth in the Company's 2014 Equity Incentive Plan as in effect on the Restatement Effective Date. The definition of Change in Control... is intended to conform to the definitions of "change in ownership of a corporation" and "change in ownership of a substantial portion of a corporation's assets" provided in Treasury Regulation Sections 1.409A-3(i)(5)(v) and (vii). View More

Change In Control. Of Licensee means (a) any consolidation or merger of Licensee with or into any other entity in which the holders of such Licensee's outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving entity or stock representing a majority of the voting power of an entity that wholly owns, directly or indirectly, the surviving entity; (b) the sale, transfer, or... assignment of securities of Licensee representing a majority of the voting power of all of Licensee's outstanding voting securities to an acquiring party or group; (c) the sale of all or substantially all of Licensee's assets; or (d) any series of related transactions that would fall within clause "(a)," "(b)," or "(c)" above if viewed as a single transaction. View More

Change In Control. For purposes of this Agreement, a "Change in Control" shall have occurred as of the date: (i) any person (as such term is defined in Section 13(d) or 14(d) of the 1934 Act) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Bank or the Company; or (ii) in any twelve (12) month period, the individuals who were members of the Board of... Directors of the Bank or the Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in clause (iv) below) to constitute a majority of the Board of Directors of the Bank the Company or their successors; however, if the election or the nomination for election of any new director of the Bank or the Company or their successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this clause (ii) be considered a Current Board Members; (iii) the Bank's or the Company's shareholders approve (1) a merger or consolidation of the Bank or the Company and the shareholders of the Bank or the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Bank or the Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Bank or the Company; or (iv) Notwithstanding and in lieu of clause (ii), a Change in Control will not be deemed to have occurred solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Bank or the Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Company or any of their affiliates, or (2) any person pursuant to the will or trust of any existing shareholder of the Bank or the Company, or who is a member of the immediate family of such shareholder or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Bank or the Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Bank or the Company immediately prior to such acquisition. In no event shall a transaction (or a series of related transactions) constitute a Change in Control unless the transaction(s) also constitutes a "change in control event" within the meaning of Treasury Regulation §1.409A-3(i)(5)(v). View More

Change In Control. For purposes of this Agreement, the term "Change in Control" means: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 2(b), the term "Corporation" is defined to include the Bank, the Company or any of their successors, as applicable.