Change Of Control

Change Of Control. (i) any change, in a single or series of related transactions, of fifty percent (50%) or more of the combined voting power of all classes of the voting equity or other economic interests (including assets) of any member or members of the HoldCo Group whose revenue, individually or combined, is equal to or greater than fifty percent (50%) of the aggregate revenue of all members of the HoldCo Group immediately prior to such transaction or series of related transactions; provided, that the... issuance of the equity of a member of the HoldCo Group as consideration in connection with such member's acquisition of assets, equity or other property of another Person or Persons shall not in any event constitute a Change of Control, or (ii) (x) a sale, or other disposition of a majority of the assets of Company, (y) a transfer or sale of more than fifty percent (50%) of the combined voting power of all classes of the voting equity of Company, or (z) a merger or consolidation involving Company in which Company's voting equity interests outstanding immediately prior to such merger or consolidation are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and a third party controls Company as a result View More

Change Of Control. Shall have the meaning provided in the Employment Agreement by and between the Recipient and Employer

Change Of Control. As defined in the Holder's employment agreement with the Company or any of its subsidiaries.

Change Of Control. (i) the sale (in one transaction or a series of transactions) of all or substantially all of the assets of the Company to a third party other than any of the Existing Stockholders or any of their respective Affiliates; (ii) a sale or issuance (in one transaction or a series of transactions) of any securities resulting in more than 50% of the voting power of the Company being held by a "person" or "group" (as such terms are used in the Exchange Act) that does not include any of the Existing... Stockholders or any of their respective Affiliates; (iii) a merger or consolidation of the Company with or into another Person if following such merger or consolidation, more than 50% of the voting power of the Company is held by a "person" or "group" (as such terms are used in the Exchange Act) that does not include any of the Existing Stockholders or any of their respective Affiliates; or (iv) the sale or Transfer by the DLJMB Stockholders to a prospective purchaser (other than a Permitted Transferee) of fifty percent (50%) or more of their original beneficial ownership of the Company. View More

Change Of Control. A change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, in any case, within the meaning of Section 409A of the Code; provided, however, that a transaction or series of transactions effected with the Manager and/or any Affiliate of the Manager, through the acquisition of Stock or other Company securities (regardless of the form of such transaction or series of transactions), changes to the membership of the... Board or otherwise, shall not constitute a Change of Control for purposes of the Plan or any Award. View More

Change Of Control. (i) any Person (other than any Person which is a holder of Parent common stock on the date hereof or any direct or indirect wholly-owned subsidiary of Parent) becomes the 'beneficial owner' (as defined in Rule 13d-3 under the Act) of securities of (x) the Company representing more than 50% of the combined voting power of the Company's then-outstanding securities, or (y) Parent representing more than 50% of the combined voting power of Parent's then-outstanding securities (ii) the Company or... Parent (or any wholly-owned subsidiary of Parent that is a direct or indirect parent company of the Company) is a party to a merger, consolidation sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board or the Board of Directors of Parent (the 'Parent Board') in office immediately prior to such transaction or event constitute less than a majority of the Board or the Parent Board, as applicable, thereafter, or (iii) individuals who, at the date hereof, constitute the Board (the 'Continuing Directors') or the Parent Board (the 'Continuing Parent Directors') cease for any reason to constitute a majority thereof; provided, however, that any manager or director, as applicable, who is not in office at the date hereof but whose election by the Board or the Parent Board, as applicable, or whose nomination for election by the Company's member or Parent's stockholders, as applicable, was approved by a vote of at least two-thirds of the managers or directors, as applicable, then still in office who either were managers or directors, as applicable, at the date hereof or whose election or nomination for election was previously so approved shall be deemed to be a Continuing Director or Continuing Parent Director, as applicable, for purposes of this Agreement. Notwithstanding the foregoing provisions of this paragraph, a 'Change of Control' will not be deemed to have occurred solely because of the acquisition of the securities of the Company or Parent (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Company or Parent for its employees. View More

Change Of Control. Shall mean an Acquisition or Asset Transfer (as defined in the Company's Charter)

Change Of Control. (i) the liquidation, dissolution or winding up of the Company; (ii) the acquisition of the Company by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share exchange or consolidation) provided that the applicable transaction shall not be deemed a Change of Control unless the Company's stockholders constituted immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or... acquiring entity; or (iii) the sale, conveyance or other disposal of all or substantially all of the property or business of the Company; provided that a Change of Control shall not include (x) a merger or consolidation with a wholly-owned subsidiary of the Company, (y) a merger effected exclusively for the purpose of changing the domicile of the Company or (z) any transaction or series of related transactions principally for bona fide equity financing purposes in which the Company is the surviving corporation. View More

Change Of Control. Any merger or consolidation of the Company with or into another person or entity, other than a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation will hold more than fifty percent (50%) of the capital stock or equity interests of the surviving corporation or the surviving entity, as the case may be, immediately after such merger or consolidation, or (b) any sale, transfer or other disposition of all or substantially all... the assets of the Company to one or more persons or entities in a single transaction or a series of related transactions View More

Change Of Control. Shall have the same meaning as the definition of "Change in Control" as set forth in the LTIP as in effect on the date hereof.