Change Of Control

Change Of Control. The occurrence of any of the following events: (A) Any “person” or “group” as such terms are defined under Sections 13 and 14 of the Securities Exchange Act of 1934 (“Exchange Act”) (other than the Company, a subsidiary of the Company, or a Company employee benefit plan) is or becomes the “beneficial owner” (as defined in Exchange Act Rule 13d-3), directly or indirectly, of Company securities representing 50% or more of the combined voting power of the Company’s then outstanding securities. (B)... The closing of: (1) the sale of all or substantially all of the assets of the Company if the holders of Company securities representing all voting power for the election of directors before the transaction hold less than a majority of the total voting power for the election of directors of all entities which acquire such assets, or (2) the merger of the Company with or into another corporation if the holders of Company securities representing all voting power for the election of directors before the transaction hold less than a majority of the total voting power for the election of directors of the surviving entity. (C) The issuance of securities, which would give a person or group beneficial ownership of Company securities representing 50% or more of all voting power for the election of directors. (D) A change in the board of directors such that the incumbent directors and nominees of the incumbent directors are no longer a majority of the total number of directors. View More

Change Of Control. Shall mean (w) the sale or transfer of fifty percent (50%) or more of the outstanding capital stock of the Company in a single transaction or series of related transactions to Persons who are not then stockholders of the Company, (x) the issuance of shares of Common Stock, or securities convertible into or exercisable for shares of Common Stock, constituting fifty percent (50%) or more of the outstanding capital stock of the Company immediately after issuance, to Persons who were not holders of... Common Stock, on an as converted basis, immediately prior to such issuance, (y) the sale, license or other disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions to Persons who are not then stockholders of the Company, or (z) any exercise of the DNP Warrant (as defined below). View More

Change Of Control. For the purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if: (i) any person or entity (other than the Executive), including a "group" (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934), is or becomes the beneficial owner, directly or indirectly, of shares of the capital stock of the Company having 20% or more of the total number of votes that may be cast for the election of members of the Board of Directors, or (ii) as a result of, or in... connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were members of the Board of Directors immediately prior to the Transaction cease to constitute a majority of the members of the Board of Directors or of the board of directors of any successor to the Company. View More

Change Of Control. Means 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, within the meaning of Section 409A of the Code and the regulations thereunder.

Change Of Control. A transaction or event (or series of related transactions or events) as a result of which the holders of the outstanding voting stock of a party as of the Effective Date cease to own a majority of the outstanding voting stock of such party, excluding an initial underwritten public offering by BGM of its securities under an effective registration statement under the Securities Act of 1933.

Change Of Control. The sale of the Company by merger, in which the shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor) or any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or any other acquisition of the business of the Company, as determined by the Board. For purposes of this Agreement, "Change of Control" shall be interpreted in a... manner, and limited to the extent necessary, so that it will not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended ("Code Section 409A"), and any successor statute, regulation and guidance thereto. View More

Change Of Control. Means (i) any change in the ownership of the capital stock of the Company (whether by way of sale of stock, merger, or otherwise) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority -6- of the members of the Board, or (ii) a sale or transfer of all or substantially all of the Company's assets to a Person who is not a subsidiary of the... Company. View More

Change Of Control. With respect to a Person, the existence or occurrence of any of the following: (i) the effectuation of a transaction or series of transactions in which more than fifty percent (50%) of the voting power of such Person is disposed of; (ii) the consolidation, merger or other business combination of such Person with or into any other entity, immediately following which the prior stockholders of such Person fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity;... (iii) a transaction or series of transactions in which any Person or group acquires more than fifty percent (50%) of the voting equity of such Person; (iv) in the case of the Company, the Continuing Directors do not at any time constitute at least a majority of the Board of Directors, (v) in the case of any Person other than the Company, the directors, managers, general partners or similar governing parties of such Person as of the date hereof cease to constitute a majority of the directors, managers, general partners or similar governing parties of such Person, or (vi) such Person entering into one or more definitive agreements which contemplate transactions that, if consummated, would result in the occurrence of any of the events described in the foregoing clauses (i) – (v). View More

Change Of Control. The existence, occurrence, public announcement or entering into an agreement contemplating of any of the following: (a) the effectuation of a transaction or series of transactions in which more than fifty percent (50%) of the equity or voting power of the Company is disposed of; (b) the effectuation of a transaction or series of transactions in which any of the equity or voting power of any Company Subsidiary is disposed to a Person other than the Company or another Company Subsidiary; (c) the... consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the equity and voting power of the surviving entity; (d) the consolidation, merger or other business combination of any Company Subsidiary with or into any other entity other than the Company or another Company Subsidiary; or (e) the Continuing Directors do not at any time constitute at least a majority of the Board of Directors of the Company; provided, however, that a Change of Control shall not be deemed to have occurred if (i) the Company enters into a consolidation, merger, share exchange or other business combination with an Affiliate or Subsidiary of the Company and prior to effecting such business combination, the Company has obtained the written consent of the Holder for such business combination, (ii) the surviving entity of such transaction assumes all of the obligations of the Company under all of the Debentures and the other Transaction Documents, and (iii) after assuming all such obligations, such surviving entity is and would be solvent until such obligations are paid in full or otherwise discharged. View More

Change Of Control. For purposes of this Agreement the occurrence of any of the following events on or after the Effective Date: (1) the date any entity or person, including a group as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934 shall become the beneficial owner of, or shall have obtained voting control over, fifty percent (50%) or more of the outstanding common shares of either the Company or Stillwater National Bank and Trust Company ("SNB-Stillwater"); (2) the date the shareholders of... either the Company or SNB-Stillwater approve a definitive agreement (i) to merge or consolidate either the Company or SNB-Stillwater with or into another corporation in which either the Company or SNB-Stillwater, respectively, is not the continuing or surviving corporation or pursuant to which any common shares of either the Company or SNB-Stillwater would be converted into cash, securities, or other property of another, other than a merger of either the Company or SNB-Stillwater in which holders of common shares immediately prior to the merger have the same proportionate interest of common stock of the surviving corporation immediately after the merger as immediately before, or (ii) to sell or otherwise dispose of substantially all of the assets of either the Company or SNB-Stillwater; or (3) the date there shall have been change in a majority of the Board of Directors of either the Company or SNB-Stillwater within a 12-month period unless the nomination of each new director was approved by the vote of two-thirds (2/3) of directors then still in office who were in office at the beginning of the 12-month period. View More