Change Of Control Definition Example with 4 Variations
This page contains an example definition of Change Of Control, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Change Of Control. Means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any Person or group, other than Tallgrass Energy Holdings, LLC ("Parent") or its Affiliates, becomes the owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of (A) the combined voting power of the equity interests in the Company or (B) the general partner interests in the Partnership, (ii) the limited partners of the Partnership approve,... in one or a series of transactions, a plan of complete liquidation of the Partnership or (iii) the sale or other disposition by the Partnership of all or substantially all of its assets in one or more transactions to any person other than the Company or an Affiliate of the Company.Anything in this definition to the contrary notwithstanding, with respect to any Award intended to be compliant with Section 409A of the Code, no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Section 409A(a)(2)(A)(v) of the Code and the Treasury Regulations promulgated thereunder.View More
Change Of Control. Means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any Person or group, Person, other than Tallgrass Energy Holdings, LLC ("Parent") or its Affiliates, becomes an Affiliate of the Company, shall become the beneficial owner, by way of merger, consolidation, recapitalization, purchase, reorganization or otherwise, of 50% greater than fifty percent (50%) or more more, directly or indirectly, of (A) the combined voting power of the equity... interests in the Company or (B) the general partner interests in the Partnership, (ii) the limited partners voting securities of the Partnership approve, in one or a series of transactions, Company; (ii) a plan of complete liquidation of the Company or the Partnership or is approved; (iii) the sale or other disposition by the Company or the Partnership of all or substantially all of its assets in one or more transactions to any person Person other than an Affiliate of the Company; or (iv) a Person, other than the Company or an Affiliate of the Company.Anything in this definition to Company, becomes the contrary notwithstanding, with respect to any Award intended to be compliant with Section 409A general partner of the Code, no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Section 409A(a)(2)(A)(v) of the Code and the Treasury Regulations promulgated thereunder. Partnership. View More
Change Of Control. Means, means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any Person "person" or group, "group" within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than Tallgrass CB-Blueknight, LLC, Charlesbank Capital Partners, LLC, Blueknight Energy Holdings, LLC ("Parent") Holding, Inc., or its Vitol Holding B.V. or their respective Affiliates, becomes shall become the beneficial owner, by way of merger,... consolidation, recapitalization, reorganization or otherwise, of 50% or more of (A) the combined voting power of the equity interests in the Company or (B) the general partner interests in the Partnership, Partnership; (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership or Partnership; (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any person Person other than the Company or an Affiliate of the Company.Anything Company; or (iv) a transaction resulting in a Person other than the Company or an Affiliate of the Company being the general partner of the Partnership. Anything in this definition to the contrary notwithstanding, with respect to any Award intended to be compliant with which constitutes deferred compensation subject to, and not exempt from, Code Section 409A of the Code, 409A, no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) of the Code 409A(2)(A)(v) and the Treasury Regulations promulgated thereunder. View More
Change Of Control. Means, means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any Person "person" or group, "group" within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than Tallgrass Energy Holdings, LLC ("Parent") or SemGroup, L.P., an Oklahoma limited partnership, and its Affiliates, becomes shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of... 50% or more of (A) the combined voting power of the equity interests in the Company or (B) the general partner interests in the Partnership, Partnership; (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership or Partnership; (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any person Person other than the Company or an Affiliate of the Company.Anything Company; or (iv) a transaction resulting in this definition to a Person other than the contrary notwithstanding, with respect to any Award intended to be compliant with Section 409A Company or an Affiliate of the Code, no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Section 409A(a)(2)(A)(v) Company being the general partner of the Code and the Treasury Regulations promulgated thereunder. Partnership. View More
Change Of Control. Means, means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any Person "person" or group, "group" within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than Tallgrass Energy Holdings, LLC ("Parent") or SemGroup, L.P., an Oklahoma limited partnership, and its Affiliates, becomes shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of... 50% or more of (A) the combined voting power of the equity interests in the Company or (B) the general partner interests in the Partnership, Partnership; (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership or Partnership; (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any person Person other than the Company or an Affiliate of the Company.Anything Company; or (iv) a transaction resulting in this definition to a Person other than the contrary notwithstanding, with respect to any Award intended to be compliant with Section 409A Company or an Affiliate of the Code, no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Section 409A(a)(2)(A)(v) Company being the general partner of the Code and the Treasury Regulations promulgated thereunder. Partnership. View More
