Change Of Control

Change Of Control. Means (i) any transaction or series of related transactions in which any Person who is not a Company Affiliate, or any two or more such Persons acting as a Group, and all Affiliates of such Person or Persons, who prior to such time did not own shares of the Common Stock of Carter's representing fifty percent (50%) or more of the voting power at elections for the Board of Directors of Carter's, shall (A) acquire, whether by purchase, exchange, tender offer, merger, consolidation,... recapitalization or otherwise, or (B) otherwise be the owner of (as a result of a redemption of shares of the Common Stock of Carter's or otherwise) shares of the Common Stock of Carter's or its subsidiaries (or shares in a successor corporation by merger, consolidation or otherwise) such that following such transaction or transactions, such Person or Group and their respective Affiliates beneficially own fifty percent (50%) or more of the voting power at elections for the Board of Directors of Carter's or the Company or any successor corporation, or (ii) the sale or transfer of all or substantially all the assets of either the Company or Carter's. View More

Change Of Control. Means (i) any transaction or series of transactions, whether or not the Company is a party thereto (excluding equity issuances by the Company), in which, after giving effect to such transaction or transactions, the Equity Securities (as defined in the LLC Agreement) representing in excess of fifty percent (50%) of the Class A Units (as defined in the LLC Agreement) are owned directly or indirectly through one or more entities, by any "person" or "group" (as such terms are used in Section 13(d)... of the Exchange Act (as defined in the LLC Agreement)) of Persons (as defined in the LLC Agreement), other than the Majority Investors (as defined in the LLC Agreement) and their Permitted Transferees (as defined in the LLC Agreement), provided, that, as of the effective date of such Change of Control, (x) each of the Majority Investors and their Permitted Transferees has disposed of, in the aggregate, more than two-thirds of the Class A Units issued to each as of January 24, 2014, and (y) collectively, the Investors do not have the right to appoint a majority of the Board; or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including securities of the Company's directly or indirectly owned Subsidiaries) to one or more purchasers other than the Members (as defined in the LLC Agreement) or their Affiliates (as defined in the LLC Agreement). For the avoidance of doubt, in no event shall an Initial Public Offering of the Company, in and of itself, be treated as a Change of Control. View More

Change Of Control. The occurrence of any of the following events following the Effective Date of this Agreement: (i) An acquisition of any voting securities of the Company by any "person" (as that term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (the "1934 Act")) immediately after which such person has "beneficial ownership" within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 50% or more of the combined voting power of the Company's then-outstanding... voting securities; or (ii) the consummation of: (x) a merger, consolidation, share exchange or reorganization involving the Company, unless the stockholders of the Company, immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or reorganization; (y) a complete liquidation or dissolution of the Company; or (z) the sale or other disposition of all or substantially all of the assets of the Company; or (iii) the majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of such appointment or election. View More

Change Of Control. Any (i) sale or issuance (or series of sales or issuances) of Shares or the right to acquire Shares by the Company or any holders thereof which results in any Person or group of Affiliated Persons (other than the owners of Shares or the right to acquire Shares as of the date hereof and Affiliates of such Persons) owning and/or having the right to acquire more than 50% of the Shares on a fully diluted basis at the time of such sale or issuance (or series of sales or issuances), other than in... connection with a Public Offering or (ii) merger, share exchange, reorganization, recapitalization or consolidation to which the Company is a party (other than a merger in which the Company is the surviving entity, or a share exchange in which capital stock of the Company is issued, that does not result in more than 49% of the Company's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Board being owned of record or beneficially by persons or entities other than the holders of such capital stock immediately prior to such merger or share exchange). View More

Change Of Control. Shall have the meaning set forth in the Principal Investor Agreement

Change Of Control. (a) a Public Offering, (b) any Person (other than the Current Owners) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities and Exchange Act or 1934, as amended), directly or indirectly, of voting securities of the Company, Purchaser, Purchaser GP or any affiliate thereof which directly or indirectly controls the Company or Purchaser or Purchaser GP, representing more than 50% of the Company's, Purchaser's, Purchaser GP's or such affiliate's outstanding voting... securities or rights to acquire such securities; (c) any Person (other than the Current Owners) is or becomes in control, controlled by or by or under common control of the Company or Purchaser or Purchaser GP; (d) any direct or indirect sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company or Purchaser or Purchaser GP; (e) a plan of liquidation of the Company or Purchaser or Purchaser GP or any direct or indirect parent thereof or an agreement for the sale or liquidation of the Company or Purchaser or Purchaser GP or any direct or indirect parent thereof is approved and completed; or (f) if a transaction is consummated for which any state's department of alcohol beverage control in which the Company or Purchaser or Purchaser GP conducts business or any other applicable regulatory authority responsible for oversight or licensing of the sale of alcohol, tobacco, lottery tickets or fuel, Western Union or any fuel brands with respect to the Company or Purchaser or Purchaser GP has provided written notice that it would or will revoke or suspend a license due to a particular transaction. For purposes of the foregoing, control, when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled and controlling shall have meanings correlative to the foregoing View More

Change Of Control. Shall be deemed to occur at such time after the date of this Agreement that the first of the following events occurs: (i) merger, reorganization, consolidation or transfer which results in the voting securities of the Company outstanding immediately prior thereto or the voting securities issued with respect to the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting... securities of the surviving or acquiring entity) less than a majority of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger, reorganization, consolidation or transfer, (ii) disposition, transfer, sale or exclusive lease or exclusive license of all or substantially all of the assets of the Company, (iii) sale or related sales of the Company's subsidiaries (whether by merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Company, or (iv) transfer of shares of the Company's capital stock by its holders, in a single transaction or series of related transactions, representing at least fifty percent (50%) of the voting power of the voting securities of the Company View More

Change Of Control. The meaning set forth in the Change of Control Agreement

Change Of Control. Any transaction involving (x) a sale of all or substantially all of the assets of the Company and its Subsidiaries (determined on a consolidated basis), in one transaction or series of related transactions or (y) the consolidation, merger, amalgamation, reorganization of the Company or a similar transaction in which the Company is combined with another Person, unless common shares of beneficial interest held by holders who are not affiliated with the Company or any entity acquiring the Company... remain unchanged or are exchanged for, converted into or constitute solely (except to the extent of applicable appraisal rights or cash received in lieu of fractional shares) the right to receive as consideration common shares listed on a recognized U.S. national securities exchange and the Persons who Beneficially Own the outstanding Class A Shares and Class C Shares of the Company and Operating Partnership units of the Operating Partnership (other than the Company) immediately before consummation of the transaction Beneficially Own more than 50% (by voting power or economic interest) of the outstanding equity interests of the combined or surviving entity or new parent on a consolidated basis immediately thereafter or (ii) Edward S. Lampert ceases to Beneficially Own a majority of the issued and outstanding Operating Partnership units that are not held by the Company (or in the case of a transaction contemplated by clause (i) of this definition, a plurality of the outstanding equity interests of the combined or surviving entity or new parent on a consolidated basis immediately thereafter). View More

Change Of Control. (i) the acquisition of all or substantially all of the assets of the Bank or the Holding Company by any person or entity, or by any persons or entities acting in concert; (ii) the occurrence of any event if, immediately following such event, a majority of the members of the Board of Directors of the Bank or the Holding Company or of any successor corporation shall consist of persons other than Current Members (for these purposes, a "Current Member" shall mean any member of the Board of... Directors of the Bank or the Holding Company as of the Effective Date of the Conversion and any successor of a Current Member whose nomination or election has been approved by a majority of the Current Members then on the Board of Directors); (iii) the acquisition of beneficial ownership, directly or indirectly (as provided in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Act"), or any successor rule), of 25% or more of the total combined voting power of all classes of stock of the Bank or the Holding Company by any person or group deemed a person under Section 13(d)(3) of the Act; or (iv) approval by the stockholders of the Bank or the Holding Company of an agreement providing for the merger or consolidation of the Bank or the Holding Company with another corporation where the stockholders of the Bank or the Holding Company, immediately prior to the merger or consolidation, would not beneficially own, directly or indirectly, immediately after the merger or consolidation, shares entitling such stockholders to 50% or more of the total combined voting power of all classes of stock of the surviving corporation. View More