Change Of Control

Change Of Control. With respect to SURGIVISION, in an event or series of related events: a) a sale of all or substantially all of SURGIVISION's assets, voting stock or securities or business relating to this Agreement; b) a merger, reorganization or consolidation involving SURGIVISION in which the stockholders of SURGIVISION immediately prior to such transaction cease to own collectively a majority of the voting equity securities of the successor entity; or c) a person or group of persons acting in concert... acquire fifty percent (50%) or more of the voting equity securities of SURGIVISION, For purposes of clarity, the term "CHANGE OF CONTROL" does not intend to include (i) an underwritten public offering of SURGIVISION's common stock pursuant to an effective Registration Statement under the Securities Act of 1933, as amended, or (ii) any sale of share or capital stock of SURGIVISION, in a single transaction or series of related transactions principally for bona fide equity financing purposes in which SURGIVISION issues new securities to financial and/or venture capital investors primarily for cash or the cancellation or conversion of indebtedness of SURGIVISION or a combination thereof for the purpose of financing the operations and business of SURGIVISION. View More

Change Of Control. Any one or more of the following: (i) at any time during any 12-month period, the Board of Directors of the Company (the "Board") in office at the beginning of such period shall have ceased to constitute a majority of the Board without the approval of the nomination of such directors by a majority of the Board consisting of directors who were serving at the beginning of such period; (ii) any person (as defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than the Company,... any of its subsidiaries or any trustee, fiduciary or other person holding securities under any employee share ownership plan or any other employee benefit plan of the Company or any of its subsidiaries), together with its affiliates and associates (as such terms are defined in Rule 12b-2 under the Exchange Act) shall have become the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of securities representing 25% or more of the combined voting power of the Voting Shares; (iii) the Company shall have filed a schedule, report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing that a change in control of the Company has occurred; (iv) a merger or consolidation of the Company shall have been consummated, other than (x) a merger or consolidation that would result in the Voting Shares outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the surviving entity or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the Voting Shares; (v) any person, other than a subsidiary of the Company, shall have acquired more than 50% of the combined assets of the Company and its subsidiaries; or (vi) the shareholders of the Company shall have approved the complete liquidation or dissolution of the Company. View More

Change Of Control. Shall mean any one of the following events: (i) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any person; (ii) The adoption by the members of the Company of a plan relating to the liquidation or dissolution of the Company; or (iii) The Company consolidates with, or... merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding membership interests of the Company or such other person is converted into or exchanged for cash, securities or other property, other than in connection with an internal reorganization of the Company. View More

Change Of Control. A transaction or series of related transactions pursuant to which in excess of fifty percent (50%) of the Company's voting power is transferred

Change Of Control. (a) the merger or consolidation of the Company with or into another entity in which the stockholders of the Company immediately prior to such merger or consolidation own less than 50% of the voting securities of the surviving entity, (b) any other transaction or series of related transactions to which the Company is a party as a result of which the stockholders of the Company immediately prior to such transaction or series of related transactions own less than 50% of the voting securities of... the Company or other surviving entity following such transaction or related transactions (other than the sale of equity securities by the Company in a capital raising transaction), or (c) a sale, lease or other conveyance of all or substantially all of the assets of the Company. View More

Change Of Control. (a) the sale, lease, assignment, transfer, conveyance or disposal of all or substantially all of the assets of the Company, or (b) the acquisition of this Company by another entity by means of consolidation, corporate reorganization or merger, or other transaction or series of related transactions, in each case excluding (x) any such transaction in which the stockholders of the Company immediately prior to such transaction own more than 50% of the voting power of acquiror (or parent thereof) in... such transaction immediately after such transaction and (y) any transaction determined by the Board of Directors in good faith to be primarily for capital raising purposes. View More

Change Of Control. The meaning set forth in the LTIP

Change Of Control. For purposes of this Agreement, "Change of Control" will have the meaning set forth in the LTIP.

Change Of Control. Shall be defined as provided in Holder's Employment Agreement with the Company dated January 13, 2006, as the same may be amended from time to time, or if expired or superceded, by the then effective employment agreement between Holder and the Company.

Change Of Control. A change in (i) the ownership of Employer (acquisition by any one person or more than one person acting as a group of more than 50% of the total voting power or fair market value of the stock of the Employer), (ii) in the effective control of Employer (acquisition or acquisition during a 12 month period ending on the date of the latest acquisition, by one or more persons acting as a group of 30% or more of the total voting power of Employer or replacement of a majority of the members of the... Board of Employer [described below, but including only the entity for which no other corporation is a majority shareholder] during any 12 month period by members not endorsed by a majority of the Board before the appointment or election); or (iii) in the ownership of a substantial portion of the assets of Employer (acquisition or acquisition during a 12 month period ending on the date of the latest acquisition, by one or more persons [other than related persons described in Treas. Reg. § 1.409A-3(i)(5)(VII)(B)] acting as a group of assets with total gross fair market value of 40% or more of the total gross fair market value of all assets of Employer immediately before such acquisition or acquisitions). For this purpose, "Employer" includes any corporation which is liable for the payment of the benefits hereunder, a majority shareholder (more than 50% of total fair market value and voting power) of the foregoing or a corporation in a chain of corporations in which each is a majority owner of another corporation in the chain, ending in Employer or in the corporation that is liable for payment of the benefits hereunder, all in accordance with Treas. Reg. § 1.409A-3(i)(5)(ii). An event constituting a Change in Control must be objectively determinable and any certification thereof by Employer or its agents may not be subject to the discretion of such person. For purposes of applying this Section, stock ownership is determined in accordance with Code § 318(a) as modified under Treas. Reg. § 1.409A-3(i)(5)(iii). Pending the issuance of Applicable Guidance as to the application of change in control provisions to non-corporate entities, Employer will apply this definition by analogy in accordance with Treas. Reg. § 1.409A, Preamble, II.G. View More