Change Of Control

Change Of Control. A purchase or acquisition, directly or indirectly, by any person or group within the meaning of Section 13(d)(3) and 14(d)(2) of the Exchange Act (a Group), other than a Permitted Holder, of beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of securities of Denver Parent which, together with any securities owned beneficially by any affiliates or associates of such Group (as such terms are defined in Rule 12b-2 under the Exchange Act), shall represent more than... thirty percent (30%) of the combined voting power of Denver Parent's securities which are entitled to vote generally in the election of directors and which are outstanding on the date immediately prior to the date of such purchase or acquisition; provided, however, that no such Change of Control shall be deemed to have occurred under this clause (a) if, and for so long as, Permitted Holders have beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the combined voting power of Denver Parent's securities which are entitled to vote generally in the election of directors and which are outstanding on the date of determination or as a result of the Merger; (b) a bona-fide sale to a third-party of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; (c) the liquidation or dissolution of the Company; (d) the first day on which a majority of the Board of Directors of Denver Parent are not Continuing Directors (as herein defined); or (e) Denver Parent fails to beneficially own, directly or indirectly, 100% of the capital stock of the Company. As herein defined, Continuing Directors means any member of the Board of Directors of Denver Parent who (x) is a member of such Board of Directors as of the Effective Date or (y) was nominated for election or elected to such Board of Directors with the affirmative vote of two-thirds of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election View More

Change Of Control. A "Change of Control" shall take place on the date of the earlier to occur of any of the following events: (a) The acquisition by any person, other than the Company or the Company's parent or any of the parent's subsidiaries, of beneficial ownership of 50% or more of the combined voting power of the Company's then outstanding voting securities; (b) The purchase of a majority of the shares of Common Stock of the Company under a tender offer or exchange offer, other than an offer by the Company... or the Company's parent or any of the parent's subsidiaries; or (c) Completion of a merger, liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company, in each case that does not result in the Parent retaining direct or indirect control of the Company. View More

Change Of Control. Shall be deemed to occur if and when one or more of Stephen, Glenn and Arlene Nussdorf no longer own at least 51% of Model Reorg, Inc. A Change of Control shall not be deemed to occur in connection with any business combination between the Company and any entity at least 50% owned and controlled by Model Reorg, Inc. or the E Corn transaction contemplated under the Related Agreement.

Change Of Control. Means (a) the sale, conveyance or disposition, including but not limited to any spin-off or in-kind distribution, by LSCG or by one or more of its subsidiaries, of all or substantially all of the assets of LSCG (on a consolidated basis) to any person or group (other than LSCG or its wholly-owned subsidiaries and other than pursuant to a joint venture arrangement in which LSCG, directly or indirectly, receives at least fifty percent (50%) of the equity and voting interests); (b) the effectuation... of a transaction or series of related transactions in which more than thirty-five percent (35)% of the voting power of LSCG is disposed of (other than (i) as a direct result of normal, uncoordinated trading activities in LSCG's common stock generally or (ii) solely as a result of the disposition by a stockholder of LSCG common stock to an Affiliate of such stockholder); (c) any merger, consolidation, stock or asset purchase, recapitalization or other business combination transaction (or series of related transactions) as a result of which the shares of capital stock entitled to vote generally in the election of directors and any preferred stock (treated on an as-converted basis) immediately prior to such transaction (or series of related transactions) are converted into and/or continue to represent (on an as-converted basis), in the aggregate, less than sixty-five percent (65%) of the total voting power of all shares of capital stock that are entitled to vote generally in the election of directors of the entity surviving or resulting from such transaction (or ultimate parent thereof); (d) a transaction or series of transactions in which any person, entity or "group" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) acquires more than thirty-five percent (35)% of the voting equity of LSCG (other than the acquisition by a person, entity or "group" that is an Affiliate of or Affiliated with a person, entity or "group" that immediately prior to such acquisition, beneficially owned thirty-five percent (35)% or more of the voting equity of LSCG) or (e) Pegasus ceases to beneficially own in the aggregate at least ten percent (10%) of the outstanding capital stock of LSCG, on a fully-diluted basis. View More

Change Of Control. A change in ownership or effective control (within the meaning of Section 409A of the Code) of the Company

Change Of Control. The term "Change of Control" shall mean either (i) an Acquisition or (ii) an Asset Transfer, as such terms are defined in the Company's Certificate of Incorporation as in effect as of the date hereof.

Change Of Control. Means at any time while this Warrant is outstanding (i) the Company, directly or indirectly, effects any merger or consolidation with or into another Person, in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, (ii) the Company, directly or indirectly, effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any purchase, tender or... exchange offer (whether by the Company or any other Person) that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property. View More

Change Of Control. For purposes of this Agreement, "Change of Control" shall mean the closing of: (i) a merger, consolidation, liquidation or reorganization of the Company into or with another Company or other legal person, after which merger, consolidation, liquidation or reorganization the capital stock of the Company outstanding prior to consummation of the transaction is not converted into or exchanged for or does not represent more than 50% of the aggregate voting power of the surviving or resulting entity;... (ii) the direct or indirect acquisition by any person (as the term person is used in Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended) of more than 50% of the voting capital stock of the Company, in a single or series of related transactions, or (iii) the sale, exchange, or transfer of all or substantially all of the Company's assets (other than a sale, exchange or transfer to one or more entities where the stockholders of the Company immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred). View More

Change Of Control. Shall be deemed to have occurred if: (i) the Shareholders of the Corporation approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Corporation's assets and properties; (ii) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "person" who as of the date this Plan is adopted by the Board, is a director or officer of the Corporation (including any trust of such director or... officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing fifty percent (50%) or more of the combined voting power of the Corporation's then outstanding securities; provided, however, that the following shall not constitute a "Change of Control" of the Corporation: (a) any acquisition directly from the Corporation (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (b) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; (c) upon the death of any person who as of the date of this Agreement is a director or officer of the Corporation, the transfer (x) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (y) by the provisions of any living trust to the named current income beneficiaries thereof of the securities of the Corporation beneficially owned by such director or officer of the Corporation; or (iii) during any period of two consecutive years during the term of this Plan, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iv) the Shareholders of the Corporation approve the dissolution of the Corporation or a definitive agreement to merge or consolidate the Corporation with or into another entity in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of the Corporation's stock would be converted into cash, securities or other property of another entity, other than a merger of the Corporation in which holders of the Shares immediately prior to the merger own, either directly or indirectly, fifty percent (50%) or more of the equity interests or combined voting power of the surviving corporation or entity immediately following such merger. View More

Change Of Control. The completion by the Company of a reorganization, merger or consolidation, in each case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation would not immediately thereafter own more than 50% of, respectively, the capital stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation's then-outstanding voting securities, or of a... liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. For purposes hereof, such Change of Control shall be deemed to have occurred on the date on which the transaction closes. View More