Change Of Control

Change Of Control. With respect to the Performance Award at issue, a "Change of Control" as defined in the United Continental Holdings, Inc. 2008 Incentive Compensation Plan as in effect on the date that the Committee makes the designations enumerated in Section 4(b) for such Performance Award

Change Of Control. The occurrence of any of the following events after the Effective Date of this Agreement: (i) The acquisition by any individual, 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")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51% or more of either (x) the then outstanding limited liability company interests in AER (the "Outstanding Equity")... or (y) the combined voting power of the then outstanding voting securities of AER (the "Outstanding Voting Equity"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition by the Company or AER or any of their affiliates, or (B) any acquisition by any corporation or entity of the type described in subsection (ii) below that would not be a Change of Control because it does not meet all the elements described in subsection (ii) below; or (ii) the consummation of a reorganization, merger, or consolidation of AER or sale or other disposition of all or substantially all of the assets of AER to any other corporation or entity which, immediately prior to such transaction, was not controlled by or under common control with the Company or AER (a "Business Combination"). View More

Change Of Control. Means, subject to the provisions of Code Section 409A, the occurrence of one or more of the following: (i) any one person (or more than one person acting as a group (as provided in Code Section 409A)) (such person or group, an "Acquiring Person") acquires ownership of the Company's stock that, together with stock previously held by the Acquiring Person, constitutes more than 50% of the total fair market value or more than 50% of the total voting power of the Company, or (ii) a majority of the... members of the Board is replaced during any 12-month period by directors whose appointment or election was not endorsed by a majority of the members of the Board before the date of the appointment or election, or (iii) an Acquiring Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Acquiring Person) assets from the Company that have a total gross fair market value equal to or more than 80% of the total gross fair market value of the Company's assets immediately before such acquisition or acquisitions. View More

Change Of Control. Any transaction or series of related transactions that both i constitutes a Change of Control as defined in the Stapled Preferred Articles and ii pursuant thereto assuming for this purpose that the Shares were issued and outstanding immediately prior thereto the holder of the Shares would be entitled to receive consideration in respect of the Shares in the form of cash property securities of a Person other than the Company or a combination of the foregoing.

Change Of Control. The occurrence of any of the following: (a) a sale of assets representing fifty percent (50%) or more of the net book value or the fair market value of the Company's consolidated assets (in a single transaction or in a series of related transactions); (b) a merger or consolidation involving the Company or the primary operating subsidiary of the Company after the completion of which: (i) in the case of a merger (other than a triangular merger) or a consolidation involving the Company, the... shareholders of the Company immediately prior to the completion of such merger or consolidation beneficially own (within the meaning of Rule 13d-3) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or comparable successor rules), directly or indirectly, outstanding voting securities representing less than sixty percent (60%) of the combined voting power of the surviving entity in such merger or consolidation, and (ii) in the case of a triangular merger involving the Company or a subsidiary of the Company, the shareholders of the Company immediately prior to the completion of such merger beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules), directly or indirectly, outstanding voting securities representing less than sixty percent (60%) of the combined voting power of the surviving entity in such merger and less than sixty percent (60%) of the combined voting power of the parent of the surviving entity in such merger; (c) an acquisition by any person, entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable successor provisions), other than any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate of the Company and other than in a merger or consolidation of the type referred to in clause "(b)" of this sentence, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules) of outstanding voting securities of the Company representing more than thirty percent (30%) of the combined voting power of the Company (in a single transaction or series of related transactions); (d) in the event that the individuals who, at any date during this Agreement, are members of the Company's Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least fifty percent (50%) of the Company's Board of Directors within a one year period from such date. (If the election, or nomination for election by the Company's shareholders, of any new member of the Board of Directors is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new member of the Board of Directors shall be considered as a member of the Incumbent Board. ); or (e) any other transaction or series of transactions that would have substantially the same effect as the change of control events described in (a) through (d) above View More

Change Of Control. Means "Change of Control" as defined in the LLC Agreement.

Change Of Control. Shall mean any change so that any Person or group of related Persons (other than Lender, Lyford Investments Enterprises, Ltd., or their respective Affiliates) shall at any time after the date hereof either (i) beneficially own more than 50.1% of the aggregate voting power of all capital stock of Borrower or (ii) succeed in having enough of its or their nominees elected by the members to the Board of Directors of the Borrower so as to constitute a majority of the Board of Directors of the... Borrower. View More

Change Of Control. The meaning ascribed to it in the Series A Certificate

Change Of Control. Means, with respect to a Person, the acquisition, by a non-Affiliate of such Person, of (i) more than fifty percent (50%) of the voting power of such Person or (ii) the legal power to designate a majority of the board of directors (or other persons performing similar functions) of such Person

Change Of Control. A transaction (or series of related transactions) resulting in a change of Control of an entity