Change Of Control

Change Of Control. (a) any Person or group of persons within the meaning of Section 13(d)(3) of the Securities Act of 1934 becomes the beneficial owner, directly or indirectly, of 51% or more of the outstanding equity interests of Workhorse; (b) the current equity holders of Workhorse shall cease to own at least a majority of the outstanding equity interests of Workhorse including as a result of merger, consolidation or similar transaction, (c) any merger, consolidation or similar transaction involving Workhorse... (other than a reincorporation merger solely to change the jurisdiction of the formation or incorporation) where Workhorse is not the surviving entity or (d) any sale of all or substantially all of the assets of Workhorse. View More

Change Of Control. (a) any reorganization, consolidation, merger, sale of shares or similar transaction or series of related transactions (each, a "combination transaction") in which the Company is a constituent corporation or is a party if, as a result of such combination transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction (other than any such securities that are held by an "Acquiring Stockholder", as defined below) do not... represent, or are not converted into, securities of the surviving corporation of such combination transaction (or such surviving corporation's parent corporation if the surviving corporation is owned by the parent corporation) that, immediately after the consummation of such combination transaction, together represent at least a majority of the total voting power of all securities of such surviving corporation (or its parent corporation, if 3 applicable) that are outstanding immediately after the consummation of such combination transaction, including securities of such surviving corporation (or its parent corporation, if applicable) that are held by the Acquiring Stockholder; or (b) a sale, exclusive license or other conveyance of all or substantially all of the assets of the Company, in one transaction or a series of related transactions. For the avoidance of doubt, the sale of equity securities of the Company for the primary purpose of raising additional working capital shall not be deemed to be a Change of Control. For purposes hereof, an "Acquiring Stockholder" means a stockholder or stockholders of the Company that (i) merges or combines with the Company in such combination transaction or (ii) owns or controls a majority of another corporation that merges or combines with the Company in such combination transaction. Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits to you under this Agreement or otherwise that are payable in connection with a Change of Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (that is, the payments and benefits are not otherwise "exempt" under 409A), the foregoing definition of Change of Control shall apply only to the extent the transaction also is "a change in ownership or effective control of a corporation" or "a change in the ownership of a substantial portion of the assets of a corporation", as defined under Treasury Regulations Section 1.409A-3(i)(5). View More

Change Of Control. Means the consummation of (i) a merger or consolidation of the Corporation with another corporation (other than a Related Person) where the stockholders of the Corporation, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to 100% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors, (ii) a sale or other disposition of 100% of... the stock of the Corporation to a person or entity or group of persons or entities (other than to a Related Person), or (iii) a sale or other disposition of all or substantially all of the assets of the Corporation (other than to a Related Person). Notwithstanding the foregoing, a "Change of Control" shall only be deemed to have occurred under this Exhibit B if the Change of Control constitutes a change in the ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code and the regulations promulgated thereunder. Only one Change of Control transaction shall be considered a Change of Control for purposes of this Exhibit B. View More

Change Of Control. A Change of Control Transaction (as defined in the Company's Charter) or any sale of all or substantially all of the assets of the Company

Change Of Control. The occurrence of any of the following:(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or (2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or... Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary; provided that so long as the Company is a Subsidiary of Parent, no Person or group shall be deemed to be or become a beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary, as applicable, unless such Person or group shall be or become, directly or indirectly, a beneficial owner of more than 50% of the total voting power of the Voting Stock of Parent. View More

Change Of Control. The occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of the Issuer, by contract or otherwise) of in excess of 50.1% of the voting securities of the Issuer, (b) the Issuer merges into or consolidates with any other Person, or any... Person merges into or consolidates with the Issuer and, after giving effect to such transaction, the stockholders of the Issuer immediately prior to such transaction own less than 50.1% of the aggregate voting power of the Issuer or the successor entity of such transaction, or (c) the Issuer sells or transfers all or substantially all of its assets to another Person and the stockholders of the Issuer immediately prior to such transaction own less than 50.1% of the aggregate voting power of the acquiring entity immediately after the transaction. View More

Change Of Control. Means the occurrence of any of the following events: (i) any one person, entity or group acquires ownership of capital stock of the Company that, together with the capital stock of the Company already held by such person, entity or group, constitutes more than 50% of the total fair market value or total voting power of the capital stock of the Company; provided, however, if any one person, entity or group is considered to own more than 50% of the total fair market value or total voting power of... the capital stock of the Company, the acquisition of additional capital stock by the same person, entity or group shall not be deemed to be a Change of Control; (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) any one person, entity or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person, entity or group) assets from the Company that have a total gross fair market value at least equal to 80% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, a transfer of assets by the Company shall not deemed to be a Change of Control if the assets are transferred to (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its capital stock in the Company, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a person, entity or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding capital stock of the Company, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person, entity or group described in subparagraph (C) above. In all respects, the definition of "Change of Control" shall be interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the provisions of Treasury Notice 2005-1, and any successor statute, regulation and guidance thereto. View More

Change Of Control. (i) The acquisition by any individual entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than the Investor Groups and their Affiliates (the "Permitted Holders"), directly or indirectly, of beneficial ownership of equity securities of the Company representing more than 50% of the voting power of the then-outstanding equity securities of the Company entitled to vote generally in the election of directors (the "Company Voting Securities"); provided,... however, that for purposes of this subsection (i), the following shall not constitute a Change of Control: (A) any acquisition by the Company or by any Sponsor Stockholder, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (C) any acquisition by any Person pursuant to a transaction which complies with clauses (A) and (B) of subsection (ii) below; or (ii) The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the purchase of assets or stock of another entity (a "Business Combination"), in each case, unless immediately following such Business Combination, (A) all or substantially all of the beneficial owners of the Company's Voting Securities immediately prior to such Business Combination beneficially own more than 50% of the then-outstanding combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportion (relative to each other) as their ownership immediately prior to such Business Combination of the Company Voting Securities, and (B) no Person (excluding the Permitted Holders) beneficially owns, directly or indirectly, more than a majority of the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination. Notwithstanding paragraphs (i) and (ii) above, in no event will a Change of Control be deemed to occur if the Permitted Holders maintain a direct or indirect Controlling Interest in the Company. A "Controlling Interest" in an entity shall mean beneficial ownership of more than 50% of the voting power of the outstanding equity securities of the entity. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Stockholders Agreement, dated January 26, 2007, as amended, by and among the Company, ARAMARK Intermediate HoldCo Corporation, and the stockholders named therein. View More

Change Of Control. (i) The acquisition by any unrelated person of beneficial ownership (as that term is used for purposes of the Act) of 50% or more of the then outstanding shares of common stock of the Bank or the combined voting power of the then outstanding voting securities of the Bank entitled to vote generally in the election of directors. The term "unrelated person" means any person other than the Bank and its subsidiaries, an employee benefit plan or related trust of the Bank, and a person who acquires... stock of the Bank pursuant to an agreement with the Bank that is approved by the Board in advance of the acquisition. For purposes of this subsection, a "person" means an individual, entity or group, as that term is used for purposes of the Act. (ii) Any tender or exchange offer, merger or other business combination, sale of assets or any combination of the foregoing transactions, and the Bank is not the surviving corporation. (iii) A liquidation of the Bank. View More

Change Of Control. (i) a sale of a majority of the Company's outstanding voting securities; (ii) a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of... the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board of Directors or other governing body of such surviving entity; (iii) a sale or disposition of all or substantially all the assets of the Company determined on a consolidated basis in a transaction or series of related transactions; (iv) approval by the stockholders of the Company of a complete liquidation of the Company; (v) a sale of a majority of the outstanding voting securities of any direct or indirect subsidiary of the Company that, as of any date of determination, represents more than 50% of the consolidated net tangible assets of the Company or more than 50% of the consolidated net income of the Company before interest, taxes, depreciation and amortization; or (vi) the Continuing Directors ceasing for any reason to constitute at least a majority of the members of the Board of Directors. View More