Change Of Control

Change Of Control. A "Change of Control" of the Company occurs when: (i) any person, or more than one person acting as a "group" (as defined in section 1.409A-3(i)(5) of the Treasury Regulations), acquires ownership of equity securities of the Company that, together with equity securities held by such person or group, constitutes more than 50% of the total voting power of the equity securities of the Company; provided, however, that if any person or group, is considered to own more than 50% of the total voting... power of the equity securities of the Company, the acquisition of additional equity securities by the same person or group will not be considered a Change of Control under this Plan. An increase in the percentage of equity securities of the Company owned by any person or group as a result of a transaction in which the Company acquires its own equity securities in exchange for property will be treated as an acquisition of equity securities of the Company for purposes of this paragraph; or (ii) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of the equity securities of the Company possessing 30% or more of the total voting power of the equity securities of the Company; or (iii) during any period of 12 consecutive months, individuals who at the beginning of such period constituted the Board (together with (a) any new or replacement directors whose election by the Board, or (b) whose nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; except that no event described in paragraph (i) or (ii) above shall constitute a Change of Control if immediately after the event Melvin J. Gordon, Ellen R. Gordon, their descendants (and spouses of such descendents) and any trusts or estates in which such persons have a beneficial interest, directly or indirectly, own equity securities of the Company that constitutes no less than 50% of the total voting power of the equity securities of the Company. View More

Change Of Control. Means (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a sale by the stockholders of the Company of the voting stock of the Company to another corporation and/or its subsidiaries or other person or group that results in the ownership by such corporation and/or its subsidiaries or other person or group (the "Acquiring Entity") of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the Company... entitled to vote; provided, however, that a sale by the stockholders of the Company of voting stock that results in the ownership by such Acquiring Entity of less than eighty percent (80%) of the combined voting power of all classes of the voting stock of the Company entitled to vote shall nonetheless constitute a Change of Control if it results in the Acquiring Entity having the ability to appoint a majority of the members of the Board, (iii) a merger or consolidation in which the Company is not the surviving corporation, or (iv) a reverse merger in which the Company is the surviving corporation but less than fifty-one percent (51%) of the shares of the Company's common stock outstanding immediately after the merger are beneficially owned by the Company's stockholders (as determined immediately before the merger). View More

Change Of Control. (a) A "Change of Control" shall be deemed to mean: (i) a transaction or series of transactions (occurring within 24 months of each other) in which all or any substantial (defined as more than fifty percent (50%) of the assets of American Healthways, Inc. have been acquired through a merger, business combination, purchase or similar transaction by any entity or person, other than an entity controlled by American Healthways, Inc or (ii) a transfer or series of transfers (occurring within 24... months of each other) in which securities representing control of American Healthways, Inc ("control" being defined as greater than fifty percent (50%) of the outstanding voting power of the outstanding securities of American Healthways, Inc) are acquired by or otherwise are beneficially owned, directly or indirectly, by any corporation, person or "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934). (iii) The sale by the Company of the Hospital Group. View More

Change Of Control. The meaning given such term in the Rights and Restrictions Agreement.

Change Of Control. Means the occurrence of any of the following: (i) Team, Inc. merges or consolidates with any other entity other than a merger or consolidation of Team, Inc. which would result in the Voting Stock of Team, Inc. outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 70% of the total voting power represented by the voting securities of Team, Inc. or such surviving entity... immediately after, (ii) Team, Inc. sells all or substantially all of its assets to any other person or entity or group or persons acting in concert, or (iii) Team, Inc. is dissolved, or if (iv) any third person or entity together with its affiliated or subsidiary entities shall become, directly or indirectly, the Beneficial Owner of at least 30% of the Voting Stock of Team, Inc. or if (v) the individuals who constituted the members of Team, Inc.'s Board of Directors as of the Effective Date ("Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director whose election or nomination or election by Team's stockholders was approved by a vote of eighty percent (80%) of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of Team, Inc. in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (v), considered as though such person were a member of the Incumbent Board. View More

Change Of Control. Shall have the meaning provided to such term in the CIC Severance Plan as in effect on the Execution Date.

Change Of Control. Means (i) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in beneficial owners of the total voting power in the election of directors represented by the voting securities ('Voting Securities') of the Company (as the case may be) outstanding immediately prior thereto continuing to beneficially own securities representing (either by remaining outstanding or by being converted into voting securities of the surviving... entity) at least fifty percent (50%) of the total Voting Securities of the Company, or of such surviving entity, outstanding immediately after such merger or consolidation; (ii) the filing of a plan of liquidation or dissolution of the Company or the closing of the sale, lease, exchange or other transfer or disposition by the Company of all or substantially all of the Company's assets; (iii) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) , other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their beneficial ownership of stock in the Company, is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company representing fifty percent (50%) or more of the Voting Securities; or (iv) any person (as such term is used in Sections 13(d) or 14(d) of the Exchange Act), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company, is or becomes the beneficial owner (within the meaning or Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company representing twenty-five percent (25%) or more of the Voting Securities of such corporation, and within twelve (12) months of the occurrence of such event, a change in the composition of the Board occurs as a result of which sixty percent (60%) or fewer of the Directors are Incumbent Directors. View More

Change Of Control. (f) "CHANGE OF CONTROL" shall mean the first day that any one or more of the following conditions shall have been satisfied: (i) the sale, liquidation or other disposition of all or substantially all of the Company's assets in one or a series of related transactions; (ii) an acquisition (other than directly from the Company) of any outstanding voting securities by any Person, after which such person (as the term is used for purposes of Section 13(d) or 14(d) of the Exchange Act) has Beneficial... Ownership of twenty-five percent (25%) or more of the then outstanding voting securities of the Company, other than a Board approved transaction; (iii) during any 36-consecutive month period, the individuals who, at the beginning of such period, constitute the Board ("INCUMBENT DIRECTORS") cease for any reason other than death to constitute at least a majority of the members of the Board; provided however that except as set forth in this Section 2(f)(iii), an individual who becomes a member of the Board subsequent to the beginning of the 36-month period, shall be deemed to have satisfied such 36-month requirement and shall be deemed an Incumbent Director if such Director was elected by or on the recommendation of or with the approval of at least two-thirds of the Directors who then qualified as Incumbent Directors either actually (because they were Directors at the beginning of such period) or by operation of the provisions of this section; if any such individual initially assumes office as a result of or in connection with either an actual or threatened solicitation with respect to the election of Directors (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitations of proxies or consents by or on behalf of a Person other than the Board, then such individual shall not be considered an Incumbent Director; or (iv) a merger, consolidation or reorganization of the Company, as a result of which the shareholders of the Company immediately prior to such merger, consolidation or reorganization own directly or indirectly immediately following such merger, consolidation or reorganization less than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from such merger, consolidation or reorganization. View More

Change Of Control. Any transfer of more than 50% of a Party's outstanding shares or other rights to vote for the election of directors.

Change Of Control. Any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any of its subsidiaries, or the estate of Melvin Simon, Herbert Simon or David Simon (the "Simons"), or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall... become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the Company's then outstanding voting securities entitled to vote generally in the election of directors; provided that for purposes of determining the "beneficial ownership" (as such term is defined in Rule 13d-3 under the Exchange Act) of any "group" of which the Simons or any of their affiliates or associates is a member (each such entity or individual, a "Related Party"), there shall not be attributed to the beneficial ownership of such group any shares beneficially owned by any Related Party View More