Change Of Control

Change Of Control. The term "Change of Control" shall have the meaning set forth in the LP Agreement.

Change Of Control. Means the events described in the term "Deemed Liquidation" in the First Amended and Restated Certificate of Incorporation of Buyer, as in effect on the Effective Date, without requiring the election of the holders of Preferred Stock.

Change Of Control. Change of Control means the occurrence of any of the following, in one or a series of related transactions: (i) The shareholders of the Company approve one of the following: (1) Any merger or statutory plan of exchange involving the Company ("Merger") in which the Company is not the continuing or surviving corporation or pursuant to which Common Stock would be converted into cash, securities or other property, other than a Merger involving the Company in which the holders of Common Stock... immediately prior to the Merger continue to represent more than fifty percent (50%) of the voting securities of the surviving corporation after the Merger; or (2) Any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company. View More

Change Of Control. The occurrence of any of the following events, whether in one or a series of related transactions: (a) the acquisition of at least fifty percent (50%) of the then outstanding shares of common stock of Cube, Inc. by any Person or entity, (b) the acquisition of all or substantially all of the assets of Cube, Inc., or (c) any merger or consolidation of Cube, Inc., provided that the events described in clause (b) or (c) of this definition will not be deemed a Change of Control if more than fifty... percent (50%) of the then outstanding shares of common stock of the acquiring entity or surviving entity (in the case of a merger) are owned by Persons who, immediately prior to such event, owned more than fifty percent (50%) of the then outstanding shares of common stock of Cube, Inc., as the case may be. In determining whether the fifty percent (50%) threshold discussed above has been met, shares which are subject to voting control by a Person or Persons acting under a voting agreement (but not a revocable proxy) will be counted, even though such shares may not be owned by such Person View More

Change Of Control. Means the occurrence of any of the following events:

Change Of Control. The occurrence of any of the following: (i) the direct or indirect sale, transfer, conveyance or other disposition (including by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company, to any "person" (within the meaning of Section 13(d) of the Exchange Act) other than the Company or any of its subsidiaries; (ii) the Company's stockholders approve a plan for the liquidation or dissolution of the... Company; (iii) any Person or Persons acting together that would constitute a group (for purposes of Section 13(d) of the Exchange Act, or any successor provision thereto) (a "group"), together with any Affiliates or related Persons thereof, is or becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time or only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of the voting power of the Voting Stock of the Company; or (iv) a change in the effective control of the Company which occurs on the date that a majority of 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. For purposes of this clause (iv), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; provided, however, that in no event shall the sale of the Common Stock to an underwriter or group of underwriters in privity of contract with the Company (or any other Person in privity of contract with such underwriters) be deemed to be a Change of Control unless such Common Stock is held in an investment account, in which case the investment account would be treated without giving effect to the foregoing part of this provision; and provided, further, that a transaction shall not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company's incorporation, or (ii) its sole purpose is to create a holding company that shall be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More

Change Of Control. A sale of all or substantially all of the Company's assets, a merger or other reorganization in which the Company is not the surviving entity or pursuant to which the shareholders of the Company immediately prior to the transaction own less than fifty percent (50%) of the combined voting power of the Company following the transaction, or the acquisition by one person or entity of more than fifty percent (50%) of the voting power of the Company in a single transaction or series of related... transactions; provided that none of the following shall be considered a Change of Control transaction: (i) a merger effected exclusively for the purpose of changing the domicile of the Company or (ii) an equity financing in which the Company is the surviving corporation View More

Change Of Control. Means an event or series of events occurring after the effective date of this Deed of Trust by which: 1. The passage of thirty days from the date upon which any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the... Parent, or control over fifty-one percent (51%) or more of the Equity Interests of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent 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 2. The occurrence of liquidation of Parent. View More

Change Of Control. Has the same definition as is set forth in the Severance Plan.

Change Of Control. Any of: (I) a sale of all or substantially all of the assets of SIRE; (II) a merger or consolidation involving SIRE, excluding a merger or consolidation after which 50% or more of the outstanding equity interests of SIRE continue to be held by the same holders that held 50% or more of the outstanding equity interests of SIRE immediately before such merger or consolidation; or (III) any issuance and/or acquisition of equity interests of SIRE that results in a person or entity holding 50% or more... of the outstanding equity interests of SIRE, excluding any persons or entities that held 50% or more of the outstanding equity interests of SIRE immediately before such acquisition. View More