Change Of Control

Change Of Control. Means the occurrence of any of the following: (i) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), but excluding any "group" (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Consultant is a member) is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or... more of either (A) the combined voting power of the Company's then outstanding securities or (B) the then outstanding Common Stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company); provided, however, that, in no event shall a Change of Control be deemed to have occurred upon a public offering of the Common Stock registered under the Securities Act of 1933, as amended; (ii) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent entity, if any) (excluding from shares beneficially owned by stockholders of the Company for such computation all shares of Common Stock beneficially owned by any person that is the beneficial owner of 5.0% or more of the outstanding shares of any constituent in such consolidation or merger other than the Company); (iii) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the Company, as applicable, immediately prior to such sale or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company, as applicable; (iv) the members of the Board at the beginning of any consecutive 24-calendar-month period (the "Incumbent Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election as a director was approved by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period shall be deemed to be an Incumbent Director; or (v) the holders of the Company's Class A common stock do not have the right to elect a majority of the Board. View More

Change Of Control. The meaning set forth on Attachment A hereto

Change Of Control. Means the first to occur of the following with respect to the Company or any upstream holding company: (i) any "Person," as that term is defined in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is... or becomes the "Beneficial Owner" (as that term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or (ii) The Company is merged or consolidated with any other corporation or other entity, other than: (A) 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 eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (B) the Company engages in a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "Person" (as defined above) acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities. Notwithstanding the foregoing, a merger or consolidation involving the Company shall not be considered a "Change of Control" if the Company is the surviving corporation and shares of the Company's Common Stock are not converted into or exchanged for stock or securities of any other corporation, cash or any other thing of value, 12 unless persons who beneficially owned shares of the Company's Common Stock outstanding immediately prior to such transaction own beneficially less than a majority of the outstanding voting securities of the Company immediately following the merger or consolidation; (iii) The Company or any Subsidiary sells, assigns or otherwise transfers assets in a transaction or series of related transactions, if the aggregate market value of the assets so transferred exceeds fifty percent (50%) of the Company's consolidated book value, determined by the Company in accordance with generally accepted accounting principles, measured at the time at which such transaction occurs or the first of such series of related transactions occurs; provided, however, that such a transfer effected pursuant to a spin-off or split-up where shareholders of the Company retain ownership of the transferred assets proportionate to their pro rata ownership interest in the Company shall not be deemed a "Change of Control"; (iv) The Company dissolves and liquidates substantially all of its assets; (v) At any time after the Effective Date when the "Continuing Directors" cease to constitute a majority of the Board. For this purpose, a "Continuing Director" shall mean: (A) the individuals who, at the Effective Date, constitute the Board; and (B) any new Directors (other than Directors designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (ii), or (iii) of this definition) whose appointment to the Board or nomination for election by Company shareholders was approved by a vote of at least two-thirds of the then-serving Continuous Directors; or (vi) A determination by the Board, in view of then current circumstances or impending events, that a Change of Control of the Company has occurred, which determination shall be made for the specific purpose of triggering operative provisions of this Plan. View More

Change Of Control. The occurrence of any one of the following events: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by Persons who were not stockholders of the Company immediately prior to such merger, consolidation or other... reorganization; (ii) the sale, transfer or other disposition of all or substantially all of the Company's assets; (iii) a change in the composition of the Board, as a result of which fewer than fifty percent (50%) of the incumbent directors are directors who either (A) had been directors of the Company on the date twenty-four (24) months prior to the date of the event that may constitute a Change of Control (the "original directors") or (B) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or (iv) any transaction as a result of which any Person is the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities. For purposes of this paragraph (iv), the term "Person" shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Subsidiary and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company. Notwithstanding anything to the contrary contained herein, the occurrence of any event listed in this Section 2(f) shall not constitute a Change of Control unless and until the Committee makes an affirmative determination in writing that such occurrence constitutes a Change of Control for purposes of this Plan. In addition, a transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction View More

Change Of Control. Shall be deemed to have occurred if the individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the shareholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though... such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. View More

Change Of Control. The happening of any of the following events with respect to the Company, as described in subsections (i) and (ii) below: (i) The following events shall constitute a Change of Control: (A) A sale or other disposition of all or substantially all of the assets of the Company; (B) A liquidation or dissolution of the Company; (C) A change in the composition of 50% or more of the members of the Board as a result of a merger, financial arrangement (such as the sale of surplus notes of the... Company) or other corporate transaction, such that the directors who were members of the Board immediately before the transaction cease, within two years after the transaction, to constitute 50% or more of the board of directors of the Company or the successor corporation; (D) Entry into an affiliation agreement giving any individual, entity or group, other than policyholders, the power to direct or cause the direction of the management and policies of the Company; (E) Entry into an agreement reinsuring all or substantially all the business of the Company (other than through an Affiliate of the Company); or (F) Consummation of a sale or other disposition of a controlling interest in the Company, other than to a direct or indirect wholly owned subsidiary of the Company. (ii) In addition to the foregoing, the Board may determine, in its sole discretion, that any of the events described below shall constitute a Change of Control for purposes of this Agreement. None of the events described in this Section 5(c)(ii) shall be considered a Change of Control for purposes of this Agreement unless the Board determines, in a written resolution, that the event shall be considered a Change of Control for purposes of this Agreement, and nothing in this Agreement shall obligate the Board to make any such determination. The following events may constitute a Change of Control if so designated by the Board: (A) A demutualization of the Company; (B) Establishment of a mutual holding company structure for the Company; or (C) Any reorganization or other event that the Board considers appropriate to characterize as a Change of Control for purposes of this Agreement View More

Change Of Control. (a) any Person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934, other than the Permitted Holders, becomes the beneficial owner, directly or indirectly, of 40% or more of the outstanding Equity Interests of Charah Solutions, (b) individuals who constitute the continuing directors or directors appointed by the Permitted Holders cease for any reason to constitute at least a majority of the board of directors of Charah Solutions or (c) any Person or group... of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934, other than Charah Solutions or any of its Subsidiaries, becomes the beneficial owner of 40% or more of the outstanding Equity Interests of the Borrower or any Loan Party. View More

Change Of Control. Any direct or indirect transfer, by a single event or any combination or series of events, of 50% or more of the share capital of, or voting rights of a Person.

Change Of Control. Shall mean the occurrence after the date of this Agreement of any event where: (a) Curtis A. Sampson, Randall D. Sampson and Dale Schenian shall cease to respectively own 35%, 5% and 15% of the aggregate voting power of all classes of Borrower's stock entitled to vote generally in the election of Borrower's directors; or (b) Curtis A. Sampson, Randall D. Sampson and Dale Schenian, acting individually or in concert, shall cease to control the election of a majority of Borrower's board of... directors or the direction of Borrower's management policies View More

Change Of Control. Means the occurrence of either of the following events, other than in connection with an IPO: (i) more than 50% of the equity interests in Employer (excluding any equity interests owned by Executive) are at any time owned directly or indirectly by a person or entity other than Parent and its Affiliates; or (ii) Employer sells all or substantially all of the assets owned by it, or ceases to engage in the Sub-Prime/Below Prime Business.