Change Of Control

Change Of Control. A transaction or series of related transactions that results in (a) a sale to a single person or entity or two or more persons or entities acting as a "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) of all or substantially all of the assets of a Party or of a line of business of a Party other than directly or indirectly to an Affiliate of such Party, (b) the transfer, directly or indirectly, to a... single entity or such "group" of fifty percent (50%) or more of the outstanding voting power of a Party (other than directly or indirectly to an Affiliate of such Party), or (c) the acquisition by an entity or such "group", by reason of any contractual arrangement or understanding, of (i) the right or power to appoint or cause to be appointed a majority of the directors or persons serving similar functions of such Party or of a line of business of a Party or (ii) the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, management agreement or otherwise. View More

Change Of Control. The occurrence of any of the following: (a) The acquisition of the beneficial ownership, as defined under the Securities Exchange Act of 1934, of twenty-five percent (25%) or more of the Company's voting securities or all or substantially all of the assets of the Company by a single person or entity or group of affiliated persons or entities other than by a Related Entity (as defined below); or (b) The merger, consolidation or combination of the Company with an unaffiliated entity, other than a... Related Entity (as defined below) in which the directors of the Company as applicable immediately prior to such merger, consolidation or combination constitute less than a majority of the board of directors of the surviving, new or combined entity unless one-half of the board of directors of the surviving, new or combined entity, were directors of the Company immediately prior to such transaction and the Company's chief executive officer immediately prior to such transaction continues as the chief executive officer of the surviving, new or combined entity; or (c) During any period of two consecutive calendar years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least two-thirds thereof, unless the election or nomination for the election by the Company's stockholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or (d) The transfer of all or substantially all of the Company's assets or all or substantially all of the assets of its primary subsidiaries to an unaffiliated entity, other than to a Related Entity (as defined below). For purposes of the definition of "Change of Control" as set forth herein, the term "Related Entity" shall mean an entity that is an "affiliate" of the Executive or any member of the Executive's immediate family, as determined in accordance with Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. View More

Change Of Control. The occurrence of any of the following events: (i) a Change of Ownership, (ii) a Merger, or (iii) a Sale of Assets.

Change Of Control. Change of Control as then defined in the W.P. Carey & Co. LLC 1997 Share Incentive Plan, and/or any sale by WPC LLC of shares representing in the aggregate more than 50% of the equity of the Company.

Change Of Control. Shall have the meaning ascribed to such term in the Company's Amended and Restated 2001 Restricted Stock and Option Plan as such definition exists as of the Effective Date.

Change Of Control. Means the transfer of Control of a Party from the Person or Persons who hold such Control on the Effective Date.

Change Of Control. Any of the following events: (i) the acquisition by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company or an Affiliate, or any employee benefit plan of the Company or an Affiliate, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either the then outstanding Common Stock or the combined... voting power of the Company's then outstanding voting securities in a transaction or series of transactions not approved in advance by a vote of a majority of the Continuing Directors (as hereinafter defined); or (ii) individuals who, as of the Effective Date, constitute the Board of Directors of the Company (generally the "Directors" and as of the Effective Date the "Continuing Directors") cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the Effective Date whose nomination for election was approved in advance by a vote of a majority of the Continuing Directors (other than a nomination of an individual whose initial assumption of office is in connection with an actual or threatened solicitation with respect to the election or removal of the Directors of the Company, as such terms are used in Regulation 14A under the Exchange Act) shall be deemed to be a Continuing Director; or (iii) the approval by the shareholders of the Company of a reorganization, merger, consolidation, liquidation or dissolution of the Company or of the sale (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company other than a reorganization, merger, consolidation, liquidation, dissolution or sale approved in advance by a vote of a majority of the Continuing Directors; or (iv) the first purchase under any tender offer or exchange offer (other than an offer by the Company or an Affiliate) pursuant to which Common Stock is purchased. View More

Change Of Control. "Change in Control" is deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) any Person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof) (other than a trustee or other fiduciary holding securities under an employee benefit plan of Corporation or any of its Subsidiaries, or a... corporation owned directly or indirectly by the common shareholders of Corporation in substantially the same proportions as their ownership of stock of Corporation), is or becomes the beneficial owner, directly or indirectly, of securities of Corporation representing 20% or more of the combined voting power of Corporation's then outstanding securities, unless arranged by or consummated with the prior approval of Corporation's board of directors; or (ii) during any period of two (2) consecutive years (not including any period prior to the date hereof), individuals who at the beginning of such period constitute the board of directors and any new director, whose election by the board or nomination for election by Corporation's shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the consummation of (1) the sale or disposition of all or substantially all Corporation's assets; or (2) a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of Corporation 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 Corporation (or such surviving entity) outstanding immediately after such merger or consolidation; or (iv) the shareholders of Corporation approve a plan of complete liquidation of the Corporation. 6 However, in no event shall a Change in Control be deemed to have occurred, with respect to Indemnitee, if the Indemnitee is part of a purchasing group which consummates the Change in Control transaction. The Indemnitee shall be deemed "part of a purchasing group..." for purposes of the preceding sentence if the Indemnitee is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (i) passive ownership of less than 5% of the voting securities of the purchasing company or (ii) ownership of equity participation in the purchasing company or group which is otherwise not deemed to be significant, as determined prior to the Change in Control by a majority of the continuing members of the Board who are not also employees.) View More

Change Of Control. (i) the acquisition by a Third Party of more than 50% of the Company's then outstanding Voting Stock, excluding however, a purchase agreement with an underwriter or group of underwriters in a registered public offering to the public; (ii) the consummation of a merger, acquisition, consolidation or reorganization or series of such related transactions involving the Company, unless immediately after such transaction or transactions, the shareholders of the Company immediately prior to such... transaction shall Beneficially Own at least 50% of the outstanding Voting Stock of the Company (or, if the Company shall not be the surviving company in such merger, consolidation or reorganization, the Voting Stock of the surviving corporation issued in such transaction or transactions in respect of Voting Stock of the Company shall represent at least 50% of the Voting Stock of such surviving corporation); (iii) a change or changes in the membership of the Company's Board of Directors which represents a change of a majority of such membership during any twelve-month period (unless such change or changes in membership are caused by the actions of the then-existing Board of Directors); or (iv) the consummation of a sale of all or substantially all of the Company's assets unless immediately after such transaction, the shareholders of the Company immediately prior to such transaction shall Beneficially Own at least 50% of the Voting Stock of the acquiring company. View More

Change Of Control. Shall mean (i) a sale of all or substantially all of the assets of Apio or (ii) any merger, consolidation or other business combination transaction of Apio with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of Apio outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital... stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of Apio (or the surviving entity) outstanding immediately after such transaction, or (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 Apio View More