Change Of Control Definition Example with 57 Variations
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Change Of Control. (i) the approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, 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 securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such... surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.View More
Change Of Control. means the occurrence of any of the following events: (i) Ownership. Any "Person" (as such term is used in Sections 13(d) and 14(d) of the approval by stockholders Securities Exchange Act of 1934, as amended) becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose any such voting... securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or (ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company with any other corporation, whether or not approved by the Board of Directors, 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 securities of the surviving entity) more than fifty percent (50%) entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (ii) the approval by or (B) the stockholders of the Company of a plan of complete liquidation of the Company or approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (iii) any "person" (as such term is used Change in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a Board Composition. A change in the composition of the Board, Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, November 11, 2006, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors of to the Company. Company). View More
Change Of Control. means the occurrence of any of the following events: (i) Ownership. Any 'Person' (as such term is used in Sections 13(d) and 14(d) of the approval by stockholders Securities Exchange Act of 1934, as amended) becomes the 'Beneficial Owner' (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose any such voting... securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or (ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company with any other corporation, whether or not approved by the Board of Directors, 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 securities of the surviving entity) more than fifty percent (50%) entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (ii) the approval by or (B) the stockholders of the Company of a plan of complete liquidation of the Company or approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (iii) any "person" (as such term is used Change in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a Board Composition. A change in the composition of the Board, Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" 'Incumbent Directors' shall mean directors who either (A) are directors of the Company as of the date hereof, November 11, 2006, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors of to the Company. Company). View More
Change Of Control. (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the approval Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the... Company representing 30% or more of the total voting power represented by the Company's then outstanding securities of the Company which vote generally in the election of directors ("Voting Securities"), or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities Voting Securities of the surviving entity) more than fifty percent (50%) at least 70% of the total voting power represented by the voting securities Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by consolidation, or the stockholders of the Company of approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. assets. View More
Change Of Control. shall mean the occurrence of any of the following events: (i) Ownership. Any "Person" (as such term is used in Sections 13(d) and 14(d) of the approval by stockholders Securities Exchange Act of 1934, as amended) is or becomes the "Beneficial Owner" (as defined in Rule l3d-3 under said Act), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of a the total voting power represented by the Company's then outstanding voting securities without the... approval of the Board; or (ii) Merger/Sale of Assets. A merger or consolidation of the Company with any other corporation, whether or not approved by the Board, 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 securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) consolidation, or the approval by the stockholders shareholders of the Company of approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; assets. (iii) any "person" (as such term is used Change in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a Board Composition. A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, July 1, 2013, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy Proxy contest relating to the election of directors of to the Company. Company). View More
Change Of Control. shall mean the occurrence of any of the following events: (i) Any 'person' (as such term is used in Sections 13(d) and 14(d) of the approval by stockholders Exchange Act) becomes the 'beneficial owner' (as defined in Rule 13d-3 of the Exchange Act), 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; or (ii) The consummation of the sale or disposition by the... Company of all or substantially all of the Company's assets; or (iii) The consummation of a merger or consolidation of the Company Company, with any other corporation, 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 securities of the surviving entity) more than entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company Company, or such surviving entity or its parent outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a A change in the composition of the Board, as a result of which fewer than a majority of the directors Directors are Incumbent Directors. "Incumbent Directors" 'Incumbent Directors' shall mean directors Directors who either (A) are directors Directors of the Company Company, as applicable, as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors Directors whose election or nomination was not in connection with any transactions transaction described in subsections (i), (ii), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors Directors of the Company. View More
Change Of Control. (i) the approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, 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 securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such... surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming becomes the "beneficial owner" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 50% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; (2) the consummation of the sale or (iv) disposition by the Company of all or substantially all of the Company's assets; (3) a merger, consolidation or other transaction of the Company with or into any other corporation, entity or person, other than a transaction in which the holders of at least 50% of the shares of capital stock of the Company outstanding immediately prior thereto continue to hold (either by voting securities remaining outstanding or by their being converted into voting securities of the surviving entity or its controlling entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity (or its controlling entity) outstanding immediately after such transaction; or (4) a change in the composition of the Board, Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean means directors who either (A) are directors of the Company Directors as of the effective date hereof, of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors the Directors at the time of such election or nomination (but will not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors of to the Company. Company). View More
Change Of Control. shall mean the occurrence of any of the following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the approval by stockholders Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (ii) The consummation of the sale or disposition by the Company of all or... substantially all of the Company's assets; or (iii) The consummation of a merger or consolidation of the Company Company, with any other corporation, 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 securities of the surviving entity) more than fifty percent (50%) entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity or its parent outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a A change in the composition of the Board, as a result of which fewer than a majority of the directors Directors are Incumbent Directors. "Incumbent Directors" shall mean directors Directors who either (A) are directors Directors of the Company Company, as applicable, as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors Directors whose election or nomination was not in connection with any transactions transaction described in subsections (i), (ii), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. Company View More
Change Of Control. (i) after the approval by stockholders date hereof, any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (ii) the date of the consummation of a merger or... consolidation of the Company with any other corporation, corporation or entity that has been approved by the stockholders of the Company, other than a merger or consolidation which that 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 securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) consolidation, or (iii) the approval by the stockholders date of the Company consummation of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. assets. View More
Change Of Control. (i) At any time prior to the approval by stockholders date the Company first becomes subject to the reporting requirements of the Company Securities Exchange Act of a merger or consolidation 1934, as amended (the "Exchange Act"), "Change of Control" means an "Acquisition" as such term is defined in Section 4(b) of Article IV in the Company's Amended and Restated Certificate of Incorporation in effect as of the date of this Agreement. On or after the date the Company with any other corporation,... other than a merger or consolidation which would result in first becomes subject to the voting securities reporting requirements of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities Exchange Act, "Change of Control" shall mean the occurrence of any of the surviving entity) more than fifty percent (50%) following, in one or a series of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any related transactions: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) (ii) Any action or event occurring within a change in the composition of the Board, two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or (iii) The consummation of a merger or consolidation of the Company. Company with any other corporation, 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 securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) The consummation of the sale, lease or other disposition by the Company of all or substantially all the Company's assets. View More
Change Of Control. the occurrence of any of the following events: (i) a change in the approval by stockholders ownership of the Company which occurs on the date that any one person or entity, or more than one person or entity acting as a group (collectively, a "Person" for purposes of a merger or consolidation this definition), acquires ownership of the stock of the Company that, together with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company... outstanding immediately prior thereto continuing to represent (either stock held by remaining outstanding or by being converted into voting securities of the surviving entity) such Person, constitutes more than fifty percent (50%) of the total voting power represented by of the voting securities stock of the Company; (ii) a change in the effective control of the Company which occurs on the date that a majority of members of the Company's Board of Directors 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 Company's Board of Directors prior to the date of the appointment or election; or (iii) change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such surviving entity outstanding immediately after such merger Person or consolidation; (ii) Persons) assets from the approval by Company that have a total gross fair market value equal to or more than fifty percent (50%) of the stockholders total gross fair market value of all of the assets of the Company 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 plan substantial portion of complete liquidation the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or an agreement for the sale or disposition by the Company of all or substantially all of with respect to the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly stock, or indirectly, of securities of the Company representing 50% (2) an entity, fifty percent (50%) or more of the total value or voting power represented of which is owned, directly or indirectly, by the Company's then outstanding voting securities; Company. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or (iv) 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 the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the composition meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change of Control if: (i) its sole purpose is to change the state of the Board, as Company's incorporation, or (ii) its sole purpose is to create a result of which fewer than a majority of holding company that will be owned in substantially the directors are Incumbent Directors. "Incumbent Directors" shall mean directors same proportions by the persons who either (A) are directors of held the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. Company's securities immediately before such transaction. View More
