Change Of Control

Change Of Control. The term "Change of Control" shall have the meaning set forth in either the LLC Agreement or the Amended and Restated Limited Liability Company Agreement of Apria Holdings LLC, as it may be amended or supplemented thereafter from time to time.

Change Of Control. The term "Change of Control" shall have the meaning set forth in the LLC Agreement.

Change Of Control. Any of the following events: (a)A sale, consolidation, merger, acquisition or affiliation which results in the stockholders of the Company (determined immediately prior to the consummation of the transaction) holding immediately after consummation of such transaction less than 45% of the total outstanding capital stock of the surviving or successor corporation in the transaction (the "Surviving Corporation"); or (b)A sale, consolidation, merger, or acquisition in which the Company becomes... accountable to, or a part of, a newly created company or controlling organization where at least 51% of the members of the Board of the newly created Company or controlling organization were not members of the Company's Board immediately prior to such sale, consolidation, merger, or acquisition; or (c) A sale or other disposition by the Company of all or substantially all of the assets of the Company. View More

Change Of Control. Means the occurrence of any of the following: (i) a sale or other disposition (or the last such sale or other disposition in a series of related sales or other dispositions) resulting in the transfer of more than 50% of the outstanding equity interests of a Person to persons or entities other than WCAS and its respective partners and affiliates (collectively, the "Investors"), (ii) the consolidation or merger of a Person with or into any entity (other than a merger in which the Person is the... surviving entity and which does not result in more than 50% of the equity interests of such entity outstanding immediately after the effective date of such merger being owned of record or beneficially by persons and entities other than the Investors) or (iii) a sale of substantially all of the properties and assets of a Person as an entirety to an unrelated and unaffiliated third party purchaser. View More

Change Of Control. The term "Change of Control" shall mean (i) any consolidation or merger involving the Company pursuant to which the Company's stockholders own less than fifty percent (50%) of the voting securities of the surviving entity or (ii) the sale of all or substantially all of the assets of the Company. For the sake of clarity, no equity financings of the Company (including the Qualified Equity Financing) shall constitute a Change of Control for purposes of this Warrant.

Change Of Control. In one or a series of related transactions, (1) the sale or other disposition of all or substantially all of the assets of the Company, (2) the sale or other disposition of all of the issued and outstanding stock of the Company, (3) a "Deemed Liquidation Event" (as defined in the Company's certificate of incorporation, as it may be amended and/or restated from time to time) or (4) the merger or consolidation of the Company with or into another entity in which all of the issued and outstanding... stock of the Company is converted into or exchanged for cash, securities of another entity, or other property; provided, in each case, that the stockholders of the Company 5 immediately before such transaction do not, immediately thereafter, beneficially own (as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of the outstanding equity of the entity that acquires the Company's assets or stock or of the surviving or resulting entity in such a merger or consolidation. View More

Change Of Control. For the purpose of this Agreement, a "Change of Control" shall mean any of the following: (i) Change of Control. A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, or if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which serve similar... purposes; (ii) Turnover of Board. The following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the date of this Agreement constitute the Board (the "Current Directors"); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors then still in office (such directors becoming "Additional Directors" immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of all of the Current Directors and Additional Directors then still in office (such directors also becoming "Additional Directors" immediately following their election); (iii) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding voting securities; (iv) Merger or Consolidation. Upon the consummation of a transaction approved by the stockholders of the Company of a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction that would result in more than fifty percent (50%) of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; (v) Liquidation or Sale of Assets. Upon the consummation of a transaction approved by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company's assets to another person, which is not a wholly owned subsidiary of the Company (i.e., fifty percent (50%) or more of the total assets of the Company); or (vi) Stockholdings. Any "person" (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under that Act), directly or indirectly of more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting Securities. View More

Change Of Control. A change of control of the Holding Company

Change Of Control. A change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, as described in paragraphs (i) through (iii) below.

Change Of Control. Includes any change in the ownership of a majority of the outstanding voting securities of the Company or in the composition of a majority of the members of the board of directors of the Company.