Change Of Control

Change Of Control. Means the occurrence of any one of the following events: (a) Any Person or a group of any Persons acting in concert becomes the Beneficial Owner of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's Voting Securities. (b) There shall be consummated: (i) a Business Combination of the Company in which the Company is not the continuing or surviving entity or pursuant to which the Company's equity securities would be converted into... cash, securities or other property, other than a Business Combination in which the holders of the Company's Voting Securities immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the entity resulting from such initial Business Combination entitled to vote generally in the election of directors (or persons performing comparable functions) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding Company Voting Securities; or (ii) except as provided in clause (i), any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of at least sixty percent (60%) of the assets of the Company, measured by the aggregate Fair Market Value of such assets; or (c) The Shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company. A Change of Control shall not be deemed to occur on the IPO Date. View More

Change Of Control. Any of the following occurrences by acquisition, merger, consolidation or other transaction: (i) The acquisition by any person, or more than one person acting as a group, of ownership of units of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or of the total voting power represented by the Company's then outstanding units, as provided in paragraph (i)(5)(v) of Section 1-409A-3 of 26 CFR Part 1 in... effect on the date of adoption of this Plan by the Board; (ii) The acquisition by any person, or more than one person acting as a group, of all or substantially all of the assets of the Company, provided that such assets have at least a total gross fair market value equal to or more than 90% of the total gross fair market value of all of the assets of the Company immediately before such acquisition (the value of the assets of the Company or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets), as provided in paragraph (i)(5)(vii) of Section 1-409A, except that no "Change of Control" shall occur if the assets are transferred to an entity that is controlled by the unit holders of the Company immediately after the transfer as provided in paragraph (i)(5)(vii)(B) of Section 1-409A-3 of 26 CFR Part 1 in effect on the date of adoption of this Plan by the Board; or (iii) an IPO. For the avoidance of doubt, a Change of Control shall not include (i) a change in the state of the Company's state of incorporation or reincorporation from a limited liability company to a Subchapter C corporation or other corporate entity, or (ii) a capital raising investment by a third party in the Company (excluding an IPO). View More

Change Of Control. Change of Control shall have the meaning set forth in Exhibit A of the Employment Agreement.

Change Of Control. Means on Ownership Change Event (as defined below) or a series of related Ownership Change Events (collectively the Transaction) wherein the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of... the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the Transferee Corporation(s)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporations, as the case may be either directly or through one of more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. For purposes of this subsection (c), an "Ownership Change Event" means, with respect to the Company, any of the following: (i) the direct or indirect sale or exchange in a single or series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. View More

Change Of Control. A change in control of any of the Borrower Parties occurring as a result of: (i) any merger or consolidation by any of the Borrower Parties, as applicable, with or into any other entity other than another entity controlled by Alon Israel Oil Company Ltd. or any successor in interest thereto; or (ii) if any "Person" as defined in Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and as used in Section 13(d) and 14(d) thereof, including a "group" as... defined in Section 13(d) of the Exchange Act, who, subsequent to the Closing, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of securities of any of the Borrower Parties, as applicable, representing 50% or more of the combined voting power of that Borrower Party's then outstanding securities (other than indirectly as a result of the redemption by any of the Borrower Parties, as applicable, of its securities) including, without limitation, a change in control resulting from direct or indirect transfers of voting stock or partnership, membership or other ownership interests, whether in one or a series of transactions; provided, however, that if no Event of Default, or events or circumstances which with the giving of notice or passage of time will result in an Event of Default, then exists, then no Change in Control of any of the Borrower Parties shall be deemed to have occurred if immediately following the event that would otherwise cause that Change in Control: (i) Lessee has an aggregate amount of partners' capital equal to or greater than the aggregate amount of the partners' capital of Lessee, as determined in accordance with GAAP immediately prior to that event and the Corporate Fixed Charged Coverage Ratio (as defined in the Master Lease) of Lessee determined for the last twelve full months occurring prior to that event is at least 1.5:1; or (ii) the rating agency then rating the SCS Finance I Equipment Loan debt of Guarantor has confirmed that the credit rating of Guarantor is no lower than its credit rating immediately prior to that event; and provided, further, no event that would otherwise be deemed to be a Change in Control hereunder as a result of any merger or consolidation of, or the transfer of the voting stock or other voting ownership interests in, Alon Israel Oil Company Ltd. shall be deemed to be a Change in Control under this Agreement or any other Loan Document. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any of the Borrower Parties, as applicable. View More

Change Of Control. Means either of the following events: (a) the failure, for any reason, of Alon USA or any of its Affiliates to beneficially own, directly or indirectly, at least a majority of the voting stock of the Company or, if applicable, any entity that succeeds to all or substantially all of the assets of the Company by purchase, contribution, assignment, merger, consolidation or otherwise; or (b) the failure, for any reason, of Alon Israel to beneficially own, directly or indirectly, at least a majority... of the voting stock of Alon USA or, if applicable, any entity that succeeds to all or substantially all of the assets of Alon USA by purchase, contribution, assignment, merger, consolidation or otherwise. View More

Change Of Control. Means any of the following: (i) the "acquisition" by a "person" or "group" (as those terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder), other than by Permitted Holders (as defined in Section 11(d)), of beneficial ownership (as defined in Exchange Act Rule 13d-3) directly or indirectly, of any securities of the Company or any successor of the Company immediately after which such person or... group owns securities representing 50% or more of the combined voting power of the Company or any successor of the Company; (ii) approval by the stockholders of the Company of any merger, consolidation or reorganization involving the Company, unless either (A) the stockholders of the Company immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 60% of the combined voting power of the company(ies) resulting from such merger, consolidation or reorganization in substantially the same proportion as their ownership immediately before such merger, consolidation or reorganization, or (B) one or more Permitted Holders are the only stockholders of the company(ies) resulting from such merger, consolidation, or reorganization; (iii) approval by the stockholders of the Company of a transfer of 50% or more of the assets of the Company or a transfer of assets that during the current or either of the prior two fiscal years accounted for more than 50% of the Company's revenues or income, unless the person to which such transfer is made is either (A) a Subsidiary (as defined in the Company's 2005 Stock Incentive Plan), (B) wholly owned by all of the stockholders of the Company, or (C) wholly owned by Permitted Holders; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. View More

Change Of Control. Shall refer to any (i) merger or consolidation of the Company, other than a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold, directly or indirectly, greater than fifty percent (50%) of the voting power of the surviving or acquiring entity after such merger or consolidation, (ii) sale, lease, exchange or other disposition of all or substantially all of its property and assets or (iii) similar... transaction or series of transactions involving an acquisition of the Company. View More

Change Of Control. Means: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of shares of capital stock of ETI representing more than forty percent (40%) of the aggregate ordinary voting power represented by the issued and outstanding capital stock of ETI; or (b) occupation of a majority of the seats... (other than vacant seats) on the board of directors of ETI by persons who were neither (i) nominated by the board of directors of ETI nor (ii) appointed by directors so nominated. View More

Change Of Control. That the Company, directly or indirectly, in one or more related transactions, (i) consolidates or merges with or into (where the Company is not the surviving corporation) another Person or Persons, or (ii) sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of the properties or assets of the Company to another Person, or (iii) allows another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the... outstanding shares of Voting Stock (not including any shares of Voting Stock 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) consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), or (v) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, provided that the term "Change of Control" excludes any transaction or related transactions in which the Holder or any other holder of Notes participates as "another Person" or "person" or "group" as those terms are used in this definition View More