Change of Control Event

Change of Control Event. Defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and as set forth in Treasury Regulation Section 1.409A-3(i)(5)(v)-(vii), as amended.

Change of Control Event. A "change in control event" (as such term is defined for purposes of Code Section 409A) with respect to Harley-Davidson, Inc.

Change of Control Event. Means any transaction or series of transactions pursuant to which (a) Old Ironsides fails to hold, of record and beneficially, a majority of the Class A Units (as defined in the LLC Agreement) of Owner, or (b) Owner or its subsidiaries dispose of all or a material portion of the Assets.

Change of Control Event. The term 'Change of Control Event' means a Change in Ownership of Valmont, a Change in Effective Control of Valmont, or a Change in the Ownership of a Substantial Portion of Valmont's Assets.

Change of Control Event. The occurrence of any one of the events set out in sections 1.1. (c)(i) to 1.1(c)(iv) below

Change of Control Event. Shall occur if the Company shall: (i) sell, convey or dispose of all or substantially all of its assets (the presentation of any such transaction for stockholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets of the Company); or (ii) be acquired by or reorganized into or with another entity, whether by means of merger, consolidation, reorganization or any other transaction, in which the holders of Common Stock of the Company... existing immediately prior to such transaction do not, immediately after the consummation of such transaction, own a majority of both the outstanding voting stock and the equity interests of the surviving, purchasing or newly resulting Company. View More

Change of Control Event. The occurrence of any one of the events set out in sections 1.1(f)(i) to 1.1(f)(iv) below

Change of Control Event. The occurrence of any one of the following events: (i) an acquisition, directly or indirectly, of Voting Shares, whether through one transaction or a number of transactions, by any person or group of persons acting in concert (other than an Approved Holder) the result of which is that such person or group of persons hold, directly or indirectly, at least forty (40%) percent of the Voting Shares; (ii) the consummation of a merger, amalgamation or consolidation of the Company 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 securities outstanding immediately after the transaction are owned by persons who were not stockholders of the Company or an Approved Holder immediately prior to such merger, amalgamation, consolidation or reorganization; (iii) the consummation by an entity, person or group (other than the Company, a wholly owned subsidiary of the Company, or an Approved Holder) of a tender offer, an exchange offer, a take-over bid or any other offer or bid for more than 40% of the issued and outstanding common shares of the Company; or (iv) consummation of a sale, transfer or disposition by the Company of all or substantially all of the assets of the Company. In the case of the occurrence of any of the events set forth in this section 1.1(e), a Change of Control Event shall be deemed to occur immediately prior to the occurrence of any such events. An event shall not constitute a Change of Control Event if it is a merger with a parent or subsidiary, or its sole purpose is to change the jurisdiction of the Company's organization or to create a holding company, partnership or trust that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such event or by the persons who held the Company's securities immediately before such event. Additionally, a Change of Control Event will not be deemed to have occurred, with respect to the Contractor, if the Contractor is part of a purchasing group that consummates the Change of Control Event. View More

Change of Control Event. Either of the following: (a) Individuals who constitute the Board (the "Incumbent Board") cease for any reason during any 12-month period to constitute at least fifty percent (50%) of the members of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement,... considered as though such person were a member of the Incumbent Board; or (b) Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own fifty percent (50%) or more of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Company or the sale of all or substantially all of its assets to a person (or more than one person acting as a group, as determined under Treasury Regulation section 1.409A-3(i)(5)(v)(B)) who is not related to the Company within the meaning of Treasury Regulation section 1.409A-3(i)(5)(vii)(B) View More

Change of Control Event. An event described in Section 10.1 (including a Code §409A Event as defined in Section 10.2)