Change Of Control

Change Of Control. For purposes of this Agreement, a 'Change of Control' of the Company shall be deemed to occur if there is a transaction in which (i) a Person acquires ownership of stock that, together with stock held by such Person, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; or (ii) a Person (other than a Person controlled, directly or indirectly, by shareholders of the Company) acquires fifty percent (50%) or more of the gross... fair market value of the assets of the Company over a twelve (12) week period. 2 For purposes of the above, the terms 'Person' shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a 'group' as defined in Section 13(d) thereof. It is intended that the definition of Change of Control complies with Section 409A of the Internal Revenue Code of 1986, as amended (the 'Code'), and all questions or determinations in connection with any such Change of Control shall be construed and interpreted in accordance with the provisions of such Regulations. Notwithstanding the above, a Change of Control shall occur only if it constitutes a 'change of control' within the meaning of Section 409A of the Code and the regulations promulgated thereunder. View More

Change Of Control. (a) any sale, transfer, lease or license of all or substantially all of the assets of the Company in a transaction or series of related transactions, (b) any merger, consolidation or reorganization that results in any Person or group of Persons acting in concert owning in excess of 50% of the outstanding voting power of the Company, (c) any issuance or sale or series of issuances or sales of capital stock of the Company by the Company or any holder of such capital stock that results in any... Person or group of Persons acting in concert owning in excess of 50% of the outstanding voting power of the Company or (d) the voluntarily or involuntarily dissolution or liquidation of the Company or winding up of the Company's affairs, or the taking by the Company of any action to effect any of the foregoing. View More

Change Of Control. (a) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Maker's property or business, or (b) the Maker's merger into or consolidation with any other corporation or entity (other than a wholly-owned subsidiary of the Maker), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Maker's capital stock is disposed of.

Change Of Control. (i) the acquisition by any person or group, other than the Company or any of its Subsidiaries, of 30% or more of the voting stock of the Company; (ii) the acquisition by the Company or any of its Subsidiaries, or any Executive benefit plan of the Company or any Subsidiary, or any person or entity organized, appointed or established by the Company or Subsidiary for or pursuant to the terms of any such Executive benefit plan, acting separately or in combination with each other or with other... persons, of 50% or more of the voting stock of the Company, if after such acquisition the Shares are no longer publicly traded; (iii) within any two year period the individuals who constituted the Board at the beginning of the period shall cease for any reason to constitute a majority of the Board, provided that the election of each subsequent member who was approved in advance by two thirds of the members of the Board in office at the beginning of such two year period or whose election or nomination for election was previously so approved, shall be considered as though such individual was a member of the Board at the beginning of the period; or (iv) the consummation of a merger, consolidation or reorganization, the result of which is that the shareholders of the Company immediately prior to the merger, consolidation or reorganization do not own or control immediately after the merger, consolidation or reorganization at least 50% of the value of the outstanding equity or combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Board or (v) a sale or other disposition (in one transaction or a series of related transactions) of all or substantially all of the Company's assets. Notwithstanding the foregoing, for any payment or benefit that is considered deferred compensation under Section 409A and where Change of Control is a payment, delivery, or issuance event or changes the time and form of payment, delivery or issuance and failure of such event to constitute a "change in control" event under Section 409A would result in additional taxes or penalties on the Executive, an event shall not constitute a Change of Control for purposes of such payment, delivery or issuance (or change in time and form of payment, delivery or issuance) unless it would also be a "change in control" (whether by change in ownership, effective control or change in the ownership of a substantial portion of the assets) under Section 409A. View More

Change Of Control. Means the occurrence of an event or series of events which qualify as a change in control event for purposes of Code Section 409A and Treasury Regulation §1.409A-3(i)(5), including: (i) A change in the ownership of the Company, which shall occur on the date that any one Person, or more than one Person Acting as a Group (as defined below), other than Excluded Person(s) (as defined below), acquires ownership of the stock of the Company that, together with the stock then held by such Person or... group, constitutes more than fifty percent (50%) of the total fair market value of the stock of the Company. However, if any one Person or more than one Person Acting as a Group is considered to own more than fifty (50%) of the total fair market value of the stock of the Company, the acquisition of additional stock by the same Person or Persons is not considered to cause a Change of Control. (ii) A change in the effective control of the Company, which shall occur on the date that: (1) Any one Person, or more than one Person Acting as a Group, other than Excluded Person(s), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company. However, if any one Person or more than one Person Acting as a Group is considered to own more than thirty percent (30%) of the total voting power of the stock of the Company, the acquisition of additional voting stock by the same Person or Persons is not considered to cause a Change of Control; or (2) A majority of the members of the Board is replaced during any twelve (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. (iii) A change in the ownership of a substantial portion of the Company's assets, which shall occur on the date that any one Person, or more than one Person Acting as a Group, other than Excluded Person(s), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total Gross Fair Market Value (as defined below) equal to more than fifty percent (50%) of the total Gross Fair Market Value of all the assets of the Company immediately prior to such acquisition or acquisitions, other than an Excluded Transaction (as defined below). For purposes of this Subsection (g): View More

Change Of Control. The sale of all or substantially all of the assets of Manufacturer, any merger, consolidation or acquisition of Manufacturer with, by or into another corporation, entity or person, or any change in the ownership of more than fifty percent (50%) or more of the voting capital stock of Manufacturer in one or more related transactions

Change Of Control. Shall mean a "Change of Control" as defined in the Company's 2011 Equity Incentive Plan, except that clause (d) of such definition shall not constitute a Change of Control under this Agreement.

Change Of Control. The term "Change of Control" shall mean (i) any transaction involving the Company pursuant to which the Company's stockholders immediately prior to the transaction own less than fifty percent (50%) of the voting securities of the Company or surviving entity following the closing of such transaction, (ii) the sale of all or substantially all of the assets of the Company or (iii) the closing of the Company's initial public offering.

Change Of Control. Means: (a) the direct or indirect sale or other disposition (in one or more related transactions to one or more parties) of all or substantially all of the assets of a Party, or (b) the direct or indirect transfer of 50% or more of the outstanding voting interest of a Party, whether in a single transaction or series of related transactions.

Change Of Control. (i) the acquisition of equity interests of the Company by any one person, or more than one person acting as a group, whether through merger, consolidation, restructuring or otherwise, if upon such acquisition, such person or group acquires ownership interests or equity interests of the Company that, together with equity interests already held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the ownership interests or equity interests of... the Company, or (ii) the sale of all or substantially all of the assets of the Company; if, in either case, as of the closing of such transaction the Market Value of the Company is in excess of $100 million. Notwithstanding the foregoing, a (i) restructuring, merger, or transfer of assets within the Company and its affiliated companies, (ii) change in ownership of ownership interests or equity interests of the Company between only the existing holders of ownership interests or equity interests of the Company in circumstances where the Company remains controlled only by the existing holders of ownership or equity interests of the Company is not intended to be a Change of Control, or (iii) a sale of less than substantially all of the assets (i.e. a sale of a division, operating segment or any portion of the Company's business), is not intended to be a Change of Control. For the avoidance of doubt, the sale of the CAD business or any portion thereof, or of the therapy business, or any portion thereof, shall not be deemed a sale of substantially all of the assets for purposes of determining whether a "Change of Control" under this Agreement has occurred. View More