Change Of Control

Change Of Control. The occurrence of any of the following events: (i) consummation of a consolidation or merger in which the Company is not the surviving corporation, the sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company; (ii) any person or other entity (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Common Stock (or securities convertible... into Common Stock) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of the Company representing 50% or more of the voting power of the Company's outstanding securities without the prior consent of the Board; or (iii) during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board; provided, that any person becoming a Director of the Company during such two-year period whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the Directors who at the beginning of such period constituted the entire Board (either by a specific vote or by approval of the Company's proxy statement in which such person is named as a nominee of the Company for director), but excluding for this purpose any person whose initial assumption of office as a Director occurs as a result of either 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 an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this clause (iii), be considered as though such person was a member of the Board at the beginning of such period. View More

Change Of Control. When the Company shall sell, convey, or otherwise dispose of all or substantially all of its property or business or merge with or into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or enter into a similar transaction or series of related transactions in which the holders of the Company's outstanding voting stock immediately before such merger, consolidation or transaction or series of related transactions do not, immediately after such merger,... consolidation or transaction or series of related transactions, retain stock representing a majority of the voting power of the surviving entity (or its parent entity if the surviving entity is wholly owned by the parent entity) in substantially the same relative percentage held immediately prior to such transaction or series of related transactions other than an equity financing in which the Company is the surviving corporation View More

Change Of Control. Meaning set forth in the 2020 Management Incentive Plan of Hornbeck Offshore Services, Inc.

Change Of Control. Means the occurrence of any of the following events: (i) The closing of the sale of all or substantially all of the assets of the Company; or (ii) The closing of a merger or consolidation of the Company with any other corporation (other than a merger effected exclusively for the purpose of changing the domicile of the Company or 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) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then-outstanding shares of capital stock of the Company; (iv) a contested election of members of the Board (each, a "Director"), as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (v) a dissolution or liquidation of the Company; provided however that a dissolution or liquidation of the Company will not constitute a "Change of Control" for purposes of this Policy if it is entered into in connection with proceedings by or against the Company under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief undertaken under U.S. federal, state or foreign law, including the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq. ), as amended. View More

Change Of Control. Means the consummation of any transaction or series of related transactions involving (i) any purchase or acquisition (whether by way of merger, share exchange, consolidation, business combination or similar transaction or otherwise) by any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) (such other Person or group, an 'Acquiring Person'), of any of (A) securities representing a majority of the outstanding voting power of the Company entitled to elect the Board of... Directors or (B) the majority of the outstanding shares of Common Stock, (ii) any sale, lease, exchange, transfer, license or disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken together as a whole, to an Acquiring Person, that is not the Company or a Subsidiary of the Company (iii) any merger, consolidation or business combination in which the holders of voting securities of the Company immediately prior to the transaction, as a group, do not hold securities representing a majority of the outstanding voting power entitled to elect the board of directors or other governing body of the surviving entity in such merger, consolidation or business combination, (iv) any merger, share exchange, consolidation, business combination or similar transaction or otherwise in which the Holders of the Preferred Stock do not receive securities having the same powers, preferences and rights as provided for herein or (v) Continuing Directors ceasing to constitute a majority of the members of the Board of Directors; provided, however, that the consummation of the Merger (as defined in the Merger Agreement) shall not be deemed to be a Change of Control View More

Change Of Control. Means, with respect to the Company's parent company, Kratos Defense & Security Solutions, Inc. ("Kratos"): (i) the sale or exchange in a single or series of related transactions by the stockholders of more than fifty percent (50%) of the voting stock of Kratos; (ii) a merger or consolidation in which Kratos is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of Kratos (other than a sale, exchange or transfer to one or more subsidiaries of Kratos); or (iv)... a liquidation or dissolution of Kratos. View More

Change Of Control. A sale of all or substantially all of the Company's assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation, or any other transaction or series of related transactions in which the Company's stockholders immediately prior thereto own less than 50% of the voting stock of the Company (or its successor or parent) immediately thereafter

Change Of Control. Means "Change of Control" as defined in the Plan.

Change Of Control. Change of Control as defined in the Plan; provided that if the Change in Control arises from a transaction described in clause (ii)(A) of the definition of Change in Control in the Plan, then a Change of Control shall occur hereunder on the date of the closing or effectiveness of such transaction

Change Of Control. Shall mean a transaction in which IAPL: (a) sells, conveys or otherwise disposes of all or substantially all of its property or business; or (b)(i) merges or consolidates with any other entity; or (ii) effects any other transaction or series of transactions; in each case of clause (i) or (ii), such that the stockholders of IAPL immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent (50%) of the outstanding voting... securities or capital stock of the surviving entity following the closing of such merger, consolidation, other transaction or series of transactions. View More