Change Of Control

Change Of Control. At any time, (i) CCG shall fail to own 100% of the ownership interest of the SPV, (ii) prior to an IPO, the Majority Shareholder shall (a) cease to own and control at least that percentage of the outstanding voting equity interests of Holdco necessary at all times to elect a majority of the Board of Directors of Holdco or (b) cease to own and control more than fifty percent (50%) of all outstanding voting equity interests of Holdco, (iii) after an IPO, any "person" or "group" (as such terms are... used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Majority Shareholder becomes the "beneficial owner" (as defined in Rules 13d 3 and 13d 5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of 50% or more of the outstanding voting equity interests of Holdco entitled to vote for members of the board of directors or equivalent governing body of Holdco on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right), or (iv) Holdco shall cease to own and control one hundred percent (100%) of all outstanding voting equity interests of CCG. View More

Change Of Control. With respect to either party, the transfer or sale of all or substantially all of the assets of such party, or a merger, consolidation or similar transaction in which such party is not the surviving entity.

Change Of Control. Means "Change of Control" as defined in Section 2(c)(iii)(B) of the Severance Agreement.

Change Of Control. Means (i) any merger, consolidation or other business combination of the Issuer with or into any other entity, recapitalization, spin-off, distribution, stock sale or any other similar transaction (including, without limitation, any sale of equity interests of VAI or any of the VAI Members), whether in a single transaction or series of related transactions, where Carola, the Institutional U.S. Investor, the MBO Investors and/or their respective Affiliates, collectively, cease to beneficially... own more than 50% of the voting stock of the entity surviving or resulting from such transaction (or the ultimate sole parent thereof) or (ii) any sale, transfer, lease, assignment, conveyance, exchange, mortgage or other disposition of all or substantially all of the assets, property or business of the Issuer and its Subsidiaries. View More

Change Of Control. A "Change of Control" shall be deemed to have occurred if, at any time after the date of the grant of the relevant Award, there is a Change of Control under any of clauses (a), (b), (c), or (d) below. For these purposes, the Corporation will be deemed to have become a subsidiary of another corporation if any other corporation (which term shall include, in addition to a corporation, a limited liability company, partnership, trust, or other organization) owns, directly or indirectly, 50 percent... or more of the total combined outstanding voting power of all classes of stock of the Corporation or any successor to the Corporation. View More

Change Of Control. The first to occur of: (i) an acquisition (other than directly from the Company after advance approval by a majority of the Incumbent Board) of Common Shares or other voting securities of the Company by any "person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act), other than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary, or any person in connection with a transaction described in clause (iii) of this Section 2(d),... immediately after which such person has "beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then outstanding Common Shares or the combined voting power of the Company's then outstanding voting securities; (ii) the individuals who, as of the Effective Date, are members of the Board (the "Incumbent Board"), cease for any reason during any 24-month period to constitute at least a majority of the members of the Board; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; or (iii) the consummation of: (A) a merger, consolidation or reorganization with or into the Company, unless the voting securities of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the entity resulting from such merger or consolidation or reorganization in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization; (B) a complete liquidation or dissolution of the Company; or (C) the sale, lease, transfer or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a Subsidiary) View More

Change Of Control. Means, and be deemed to have occurred, on the date of the first to occur of any of the following: (A) upon the vote of the shareholders of the Company (or its Affiliate) approving a merger or consolidation in which the Company's (or its Affiliate) shareholders immediately prior to the effective time of the merger or consolidation will beneficially own immediately after the effective time of the merger or consolidation securities of the surviving or new corporation having less than 50% of the... "voting power" of the surviving or new corporation, including "voting power" exercisable on a contingent or deferred basis as well as immediately exercisable "voting power"; 5 (B) upon the consummation of a sale, lease, exchange or other transfer or disposition by the Company (or its Affiliate) of all or substantially all of the assets of the Company (or its Affiliate) on a consolidated basis, provided, however, that the mortgage, pledge or hypothecation of all or substantially all of the assets of the Company (or its Affiliate) on a consolidated basis, in connection with a bona fide financing shall not constitute a Change of Control; (C) when any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange Act as in effect on date hereof), directly or indirectly of more than fifty percent (50%) of the common stock of the Company (or its Affiliate); (D) in the event that, over the course of any twenty four (24) month period, a majority of the Board of Directors are replaced (through either appointment or election) by new members. View More

Change Of Control. Means (i) the consummation of any transaction as a result of which any person or entity, other than the Licensor, any of its affiliates or any Initial Transferee, acquires directly or indirectly more than fifty (50) per cent of the outstanding Capital Stock of the Licensee, including through a merger or consolidation or purchase of the Capital Stock of the Licensee or (ii) the sale, lease, conveyance, disposition, in one or a series of related transactions other than a merger or consolidation,... of all or substantially all of the assets of the Licensee taken as a whole to any person or entity other than the Licensor, or an affiliate of the Licensor; View More

Change Of Control. (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by an Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than (i) Christopher Pappas, John Pappas, Dean Facatselis or Kay Facatselis, (ii) the officers, directors or management of Parent as of the date hereof or (iii) any corporation, limited liability company or partnership owned... and controlled directly or indirectly by an Person or Persons described in clauses (i) and (ii), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Parent; or (b) Parent, or an Affiliate thereof, shall cease to own and control all of the outstanding Equity Interests of Company on a fully diluted basis. View More

Change Of Control. "Liquidation Event" as defined in the Company's Amended and Restated Designations, Preferences and Rights of Series A Preferred Stock.