Change Of Control

Change Of Control. Means (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, after which the Sponsors and their respective Affiliated Funds and Affiliates do not directly or indirectly control capital stock representing more than 25% of the economic interests in and 25% of the voting power of the Company or... other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after which in excess of 50% of the Company's voting power is owned directly or indirectly by any Person and its "affiliates" or "associates" (as such terms are defined the Securities Exchange Act of 1934, as amended and the rules thereunder), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons); or (c) a sale of all or substantially all of the assets of the Company to any Person and the "affiliates" or "associates" of such Person (or a group of Persons acting in concert), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons). View More

Change Of Control. Means (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, after which the Sponsors and their respective Affiliated Funds and Affiliates do not directly or indirectly control capital stock representing more than 25% of the economic interests in and 25% of the voting power of the Company or... other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after which in excess of 50% of the Company's voting power is owned directly or indirectly by any Person and its "affiliates" or "associates" (as such terms are defined the Securities Exchange Act of 1934, as amended and the rules thereunder), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons); or (c) a sale of all or substantially all of the assets of the Company to any Person and the "affiliates" or "associates" of such Person (or a group of Persons acting in concert), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons); provided that a Change of Control shall not include any transaction where the Sponsors and their Affiliated Funds and Affiliates do not receive cash as a direct result of such transaction in an amount equal to at least seventy five percent (75%) of the aggregate value of their equity interest in the Company immediately prior to such transaction (a Change of Control without regard to the last proviso of this definition shall be referred to as, an "Illiquid Change of Control"). Notwithstanding anything to the contrary in this Agreement, in the event of any sale (or exchange) by the Sponsors and their Affiliated Funds and Affiliates of all or any part of their equity or other ownership interest in the Company to an independent third party, Optionee shall have the right to sell (or exchange, if applicable) a proportionate number of the aggregate Shares subject to this Option, and, to the extent Optionee elects to participate with such Shares in such sale (or exchange) on the same basis as the Sponsors and their Affiliated Funds and Affiliates, any of Optionee's Options that are at the time of such transaction outstanding and unvested shall immediately vest and become exercisable to the extent necessary (after taking into account previously vested Options) to participate in such sale (or exchange) with such Shares. By way of example, (i) if Sponsors and/or their Affiliated Funds and Affiliates sell 50% of their interest in the Company, (ii) Optionee elects to sell 50% of the aggregate Shares subject to this Option in such transaction, and (iii) less than 50% of this Option has previously vested, Optionee shall vest in an additional number of Options to increase the aggregate number of Options that have vested to 50%. The terms and conditions of such participation right shall be the same as set forth in section 8.1 of the Stock Purchase Agreement, dated November 15, 2010, by and among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., and Pittman CC LLC. View More

Change Of Control. (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of Company or its subsidiaries (in one transaction or in a series of related transactions); (ii) the approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; (iii) a merger or consolidation to which the Company is a party if the shareholders of Company immediately prior to the effective date of such merger or... consolidation have 'beneficial ownership' (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) immediately following the effective date of such merger or consolidation of securities of the surviving entity representing 50% or less of the combined voting power of the surviving entity's then outstanding securities (determined on a fully diluted basis) ordinarily having the right to vote at elections of directors; or (iv) the sale or transfer of outstanding securities by the shareholders of Company to any person if after the sale or transfer such person becomes the 'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the combined voting power of Company's outstanding securities ordinarily having the right to vote at elections of directors. View More

Change Of Control. With respect to any Person that is not an individual, means (i) any merger or consolidation with or into any other entity or any other similar transaction, whether in a single transaction or series of related transactions, where (A) the members or stockholders of such Person immediately prior to such transaction in the aggregate cease to own more than 50% of the general voting power of the entity surviving or resulting from such transaction (or its stockholders) or (B) any Person or Group... becomes the beneficial owner of more than 50% of the general voting power of the entity surviving or resulting from such transaction (or its stockholders), (ii) any transaction or series of related transactions in which in excess of 50% of such Person's general voting power is Transferred to any other Person or Group or (iii) the sale or Transfer by such Person of all or substantially all of its assets View More

Change Of Control. Means, whether in a single transaction or a series of related transactions (i) a sale of all or substantially all of the consolidated assets of the Company and its Subsidiaries taken as a whole, (ii) a sale of Securities by the Company or the Genstar Parties resulting in more than 50% of the total voting power of all securityholders of the Company beneficially owned by a Person other than the Genstar Parties, or (iii) a merger or consolidation of the Company with or into another Person, if and... only if, after such merger or consolidation, the Genstar Parties and its Affiliates do not have the ability to elect a majority of the board of directors of the surviving or resulting company. View More

Change Of Control. Any of the following transactions: (a) the sale of all or substantially all of the assets of the Company and its Subsidiaries to another person or entity (other than to a Subsidiary of the Company); (b) any merger or consolidation of the Company into or with another corporation or entity in which holders of the capital stock of the Company immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, less than... 50% of the capital stock in the surviving entity in such transaction; or (c) any other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party not an affiliate of the Company or its stockholders (or group of third parties not an affiliate of the Company or its stockholders) acquires or holds capital stock of the Company representing a majority of the Company's outstanding voting power. Notwithstanding the foregoing, prior to the Public Trading Date, no transaction or series of substantially contemporaneous transactions shall constitute a Change of Control if (i) the capital stockholders of the Company immediately prior to such transaction(s) continue, immediately after such transaction(s), (A) to own, directly or indirectly, thirty percent (30%) or more of the voting power of the surviving entity, and (B) to continue to have the right to designate a majority of the members of the Board of Directors of the surviving entity, (ii) the Company's Chief Executive Officer immediately prior to such transaction(s) continues to serve the surviving entity (or, if the surviving entity is a wholly owned subsidiary of a parent company, to serve the highest parent company in the chain of wholly owned subsidiaries) in such office after the consummation of the transaction(s), and (iii) the executive officers of the Company (executive vice president or higher) immediately prior to such transaction(s) continue to constitute a majority of the executive officers of the surviving entity (or, if the surviving entity is a wholly owned subsidiary of a parent company, to constitute a majority of the executive officers of the highest parent company in the chain of wholly owned subsidiaries) after the consummation of such transaction(s). View More

Change Of Control. Means the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions, of (i) ownership of 50% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally or (ii) all or substantially all of the direct and indirect assets of the Company and its subsidiaries, other than by a person, firm, entity or group, which together with... its affiliates, prior to such purchase or other acquisition, owned at least 50% of the outstanding common equity of the Company. View More

Change Of Control. Shall have the meaning set forth in the Stockholders' Plan. For purposes of clarification, the closing of the transactions contemplated by the Merger Agreement will not constitute a "Change of Control" for any purpose under this Agreement.

Change Of Control. The occurrence of any of the following events after the Effective Time: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company on a consolidated basis to any Person or group of related persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates thereof other than to a Majority Stockholder; (ii) the approval by the holders of the outstanding voting... power of the Company of any plan or proposal for the liquidation or dissolution of the Company; (iii) (A) any Person or Group (other than the Majority Stockholder) shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of Common Stock representing more than 40% of the aggregate outstanding voting power of the Company and such Person or Group actually has the power to vote such Common Stock in any such election and (B) the Majority Stockholder beneficially owns (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Company than such other Person or Group; (iv) the replacement of a majority of the Board over a two-year period from the directors who constituted the Board at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board then still in office who either were members of such Board at the beginning of such period or whose election as a member of such Board was previously so approved or who were nominated by, or designees of, a Majority Stockholder; or (v) consummation of a merger or consolidation of the Company with another entity in which holders of the Common Stock of the Company immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, less than 50% of the common equity interest in the surviving corporation in such transaction and the Majority Stockholder does not hold a sufficient amount of voting power (or similar securities) to elect a majority of the surviving entity's board of directors. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur as a result of any event or transaction to the extent that treating such event or transaction as a Change of Control would cause any tax to become due under Section 409A of the Code. View More

Change Of Control. Change of Control means an event in which any person other than DCP Midstream, LLC (Midstream) and/or an Affiliate thereof becomes the beneficial owner of more than 50% of the combined voting power of DCP Midstream GP, LLC, the ultimate General Partner of DCP Midstream Partners, LP.