Change Of Control

Change Of Control. The term "Change of Control" means the (i) sale, transfer, exclusive license or other disposition of all or substantially all of the Company's assets; (ii) the consummation of the merger or consolidation of the Company or a subsidiary of the Company with or into another entity (except one in which the holders of capital stock of the Company as constituted immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or... the surviving or acquiring entity in substantially the same relative proportions); (iii) the closing of the acquisition, in one transaction or a series of related transactions, by a person or group of affiliated persons of 50% or more of the outstanding voting stock of the Company; provided, however, that a transaction shall not constitute a Change of Control pursuant to this clause (iii): if its sole purpose is to change the domicile of the Company; and (iv) a liquidation, dissolution or winding up of the Company. View More

Change Of Control. The term "Change of Control" is defined in the corresponding Note.

Change Of Control. Shall occur on the date that any one person, entity or group (other than Alfred Slifka, Richard Slifka or Eric Slifka, or their respective family members or entities they control, individually or in the aggregate, directly or indirectly (collectively referred to hereinafter as the "Slifkas")) acquires ownership of the membership interests of the Company that, together with the membership interests of the Company already held by such person, entity or group, constitutes more than 50% of the... total voting power of the membership interests of the Company; provided, however, if any one person, entity or group is considered to own more than 50% of the total voting power of the membership interests of the Company, the acquisition of additional membership interests by the same person, entity or group shall not be deemed to be a Change of Control. The definition of "Change of Control" shall be interpreted, to the extent applicable, to comply with Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986 (the "Code") and any successor statute, and/or guidance thereunder, and the provisions of Treasury Regulation Section 1.409A and any successor regulation and guidance thereto; provided, however, an interpretation in compliance with Section 409A of the Code shall not expand the definition of Change of Control in any way or cause an acquisition by the Slifkas to result in a Change of Control. View More

Change Of Control. Shall mean any event or transaction or series of events or transactions occurring at any time after the Closing Date for whatever reason following which (i) any person or group of persons (within the meaning of the 1934 Act) (other than the Restricted Subsidiaries (or any of its Affiliates)) (a) shall acquire beneficial ownership or control of more than 50% of the outstanding Shares of the Company or any Restricted Subsidiary or (b) shall have the right or ability by voting power, contract or... otherwise to direct or cause the direction of the management and policies of the Company or any Restricted Subsidiary or (ii) there is a change in a majority of the directors of the Company other than changes in the ordinary course of business not resulting from (x) any proxy or consent solicitation by a third party, (y) any settlement or compromise of any actual or threatened proxy or consent solicitation by a third party, or (z) any nomination of directors other than a nomination by the Company. View More

Change Of Control. Will be deemed to exist if (i) there occurs any consolidation, merger or other business combination of a Debtor with or into any other corporation or other entity or person (whether or not such Debtor is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders of such Debtor prior to such event cease to own fifty percent (50%) or more of the voting power, or corresponding voting... equity interests, of the surviving corporation after such event (including without limitation: (x) any "going private" transaction under Rule 13e-3 promulgated pursuant to the 1934 Act or (y) any tender offer by the Company under Rule 13e-4 promulgated pursuant to the 1934 Act for twenty percent (20%) or more of the Company's Common Stock), (ii) any person (as defined in Section 13(d) of the 1934 Act) beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the 1934 Act without regard to the 60-day exercise period) in excess of fifty percent (50%) of the Company's voting power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by a majority of those individuals who are members of the Company's Board of Directors on the Original Issue Date, (iv) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis, or (v) any Debtor enters into any agreement providing for an event set forth in (i), (ii), (iii) or (iv) above. View More

Change Of Control. The occurrence of one or more of the following events: (i) Any person, entity or group subsequent to the Date of Grant either (i) makes a tender or exchange offer for the issued and outstanding voting stock of the Company and Beneficially Owns 50% or more of the issued and outstanding voting stock after such tender or exchange offer, or (ii) acquires, directly or indirectly, the Beneficial Ownership of 50% or more of the issued and outstanding voting stock of the Company in a single transaction... or a series of transactions; (ii) The Company is a party to a merger, consolidation or similar transaction and following such transaction 50% or more of the issued and outstanding voting securities of the resulting entity is Beneficially Owned by a person, entity or group other than the stockholders of the Company immediately prior to the transaction; or (iii) All or substantially all of the assets of the Company are sold, leased, exchanged or otherwise transferred to any person, entity or group acting in concert as a partnership, limited partnership, syndicate or other group. Notwithstanding the foregoing or any provision in the Plan to the contrary, a Change of Control of the Company shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the voting securities of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. View More

Change Of Control. Means (i) a merger or consolidation of the Company with or into any other corporation or other entity or person, (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company's assets, or (iii) 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 that is not an... affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company's outstanding voting power immediately following such transaction; provided that the following events shall not constitute a "Change in Control": (A) a transaction (other than a sale of all or substantially all of the Company's assets) in which the holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (B) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company's assets to an affiliate of the Company; (C) an initial public offering of any of the Company's securities; (D) a reincorporation of the Company solely to change its jurisdiction; or (E) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company's securities immediately before such transaction. View More

Change Of Control. A change of control as provided in Exhibit A hereto.

Change Of Control. (i) any stock acquisition (but excluding any sale of stock for capital raising purposes), reorganization, merger or consolidation, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting... securities of the Company or such other surviving or resulting entity or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company. View More

Change Of Control. Have the same meaning as defined in the Cimarex 2002 Stock Incentive Plan, as it may be amended from time to time.