Change Of Control

Change Of Control. For the purposes of Section 8 and 11 of this Agreement shall mean 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, in each case as defined under Section 280G of the Code.

Change Of Control. The same meaning as stated in the Long-Term Incentive Plan of Reliant Resources, Inc., which definition is incorporated herein by reference

Change Of Control. Means the sale, conveyance or disposition of all or substantially all of the assets of the Company, the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other Person (as defined below) or Persons when the Company is not the survivor.

Change Of Control. A Deemed Liquidation Event (as defined in the Certificate).

Change Of Control. (i) the acquisition by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the Effective Date), directly or indirectly, beneficially or of record, of ownership or control of in excess of 50% of the voting common stock of the Guarantor on a fully diluted basis at any time or (ii) if at any time, individuals who, at the Effective Date, constituted the Board of Directors of... the Guarantor (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Seller, as the case may be, was approved by a vote of the majority of the directors then still in office who were either directors at the Effective Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Seller then in office. View More

Change Of Control. Regardless of form thereof, (1) the dissolution or liquidation of the Company, (2) the sale or exclusive license of all or substantially all of the assets of the Company on a consolidated basis to a person or entity which is not an affiliate of the Company, (3) a merger, reorganization or consolidation in which the outstanding shares of Company's capital stock are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company's outstanding... voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (4) the sale of all or substantially all of the outstanding stock of the Company to a person or entity which is not an affiliate of the Company. View More

Change Of Control. (c) "Change of Control" shall have the meaning ascribed to it in the Leafly Holdings, Inc. 2021 Equity Incentive Plan.

Change Of Control. The occurrence of any of the following: a) The sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Company, in one transaction or in a series of related transactions. b) The approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company. c) Any Person, other than a "bona fide underwriter," is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),... directly or indirectly, of more than 40 percent of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors. A "bona fide underwriter" is any Person engaged in business as an underwriter of securities that acquires securities of the Company from the Company through such Person's participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. d) A merger, consolidation or exchange to which the Company is a party if the shareholders of the Company immediately prior to the effective date of such merger, consolidation or exchange have, solely on account of ownership of securities of the Company at such time, "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger, consolidation or exchange of securities of the surviving or acquiring corporation representing less than 65 percent of the combined voting power of the surviving or acquiring corporation's then outstanding securities ordinarily having the right to vote at elections of directors. e) The "continuity directors" cease for any reason to constitute at least a majority of the Board of Directors of the Company (Board). A "continuity director" is each member of the Board on the date hereof, and any individual who subsequently becomes a member of the Board whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors who are continuity directors (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director without objection to such nomination). View More

Change Of Control. Be deemed to have occurred if any of the following occur: (1) 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 a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of ICG or the Company representing a majority of the voting power of the then outstanding securities of ICG or the Company, where that person is not an ICG Entity (as defined below);... (2) Any person has successfully completed a tender offer or exchange offer for a majority of the voting power of the then outstanding securities of ICG; (3) The consummation of (A) a merger or consolidation of ICG with another corporation where the shareholders of ICG, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (B) a sale or other disposition of all or substantially all of the assets of (i) ICG or (ii) the Company other than to an ICG Entity, (C) a liquidation or dissolution of ICG, or (D) a reorganization of ICG or the Company (either inside or outside of bankruptcy) where the shareholders of ICG, immediately prior to the reorganization, will not beneficially own directly or indirectly, immediately after the reorganization, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving entity would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); or (4) Persons who, as of the Effective Date, constituted the ICG Board (the "Incumbent Board") cease for any reason, including without limitation as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the ICG Board; provided that any person becoming a director of ICG subsequent to the Effective Date whose election was approved by at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Agreement, be considered a member of the Incumbent Board. View More

Change Of Control. The occurrence of any of the following events: (i) a merger or consolidation of the Company if and only if as a result of the transaction persons other than the shareholders immediately prior to such transaction shall own 80% or more of the voting securities of the Company or its successor after the transaction; (ii) the sale or transfer by the Company of all or substantially all of its property and assets in a single transaction or series of related transactions; or (iii) the dissolution or... liquidation of the Company. View More