Change Of Control

Change Of Control. The acquisition by any person or group (as that term is defined in the Exchange Act, and the rules promulgated pursuant to that act) in a single transaction or a series of transactions of thirty percent (30%) or more in voting power of the outstanding stock of the Company and a change of the composition of the Board of Directors so that, within two years after the acquisition took place, a majority of the members of the Board of Directors of the Company, or of any corporation with which the... Company may be consolidated or merged, are persons who were not Directors or Officers of the Company or one of its Subsidiaries immediately prior to the acquisition, or to the first of a series of transactions which resulted in the acquisition of thirty percent (30%) or more in voting power of the outstanding stock of the Company View More

Change Of Control. The term "Change of Control" shall mean a transaction or series of transactions resulting in the (i) acquisition of greater than 50% of the voting equity interests of the Company by means of stock purchase, share exchange or other form of corporate reorganization, (ii) acquisition, consolidation, merger or like transaction involving the Company in which the shareholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity, or (iii)... sale, lease, license, transfer or other conveyance of all or substantially all of the assets of the Company. View More

Change Of Control. If any of the following occurs: (i) any individual, firm, corporation or other entity, or any group (as defined in Section 13(d)(3) or the Exchange Act) becomes, directly or indirectly, the beneficial owner (as defined in the general rules and regulations of the Securities and Exchange Commission with respect to Sections 13(d) and 13(g) of the Exchange Act) of more than 30% of the then outstanding shares of the Company's capital stock entitled to vote generally in the election of directors of... the Company; or (ii) (a) the merger or other business combination of the Company with or into another corporation pursuant to which the stockholders of the Company do not own, immediately after the transaction, more than 50% of the voting power of the corporation that survives and is a publicly owned corporation and not a subsidiary of another corporation, or (b) the sale, exchange or other disposition of all or substantially all of the assets of the Company; or (iii) during any period of two years or less, individuals who at the beginning of such period constituted the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the stockholders of the Company, of each new director was approved by a vote of at least 75% of the directors then still in office who were directors at the beginning of the period. Notwithstanding the foregoing, a Change of Control shall not be deemed to have taken place if beneficial ownership is acquired by, or a tender exchange offer is commenced by, the Company or any of its subsidiaries, any profit sharing, employee ownership or other employee benefit plan of the Company or any subsidiary of any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities; or (iv) the sale, transfer or assignment of all or substantially all of the assets of the Company or the Bank to any third party View More

Change Of Control. (b) "Change of Control" shall mean the happening of any of the following: (i)any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding Daniel G. Cohen, any Family Member of Mr. Cohen, Mead Park Capital Partners LLC, IFMI, any entity or person controlling, controlled by or under common control with Mr. Cohen, Mead Park Capital Partners LLC, any Family Member of Mr. Cohen, IFMI, any employee benefit plan of IFMI or any such entity,... and any "group" (as such term is used in Section 13(d)(3) of the Exchange Act) of which any of the foregoing persons or entities is a member), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of either (A) the combined voting power of the Company's then outstanding securities or (B) the then outstanding Common Stock (in either such case other than as a result of an acquisition of securities directly from the Company or IFMI); provided, however, that, in no event shall a Change of Control be deemed to have occurred upon a public offering of the Common Stock under the Securities Act of 1933, as amended; (ii)any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the entity issuing cash or securities in the consolidation or merger (or of its ultimate the parent entity, if any); (iii)there shall occur (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) who beneficially hold shares of Common Stock immediately prior to such sale or (ii) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company, as applicable; or (iv)prior to the Expiration Date or the time at which the Option (as defined below) terminates as provided in the Plan and/or this Award Agreement, a majority of the members of Board cease for any reason (other than due to death, disability or compliance with any policy adopted by the Board regarding mandatory retirement age) to be Incumbent Directors. For purposes hereof, the term "Incumbent Directors" shall mean (i) any of Walter Beach, Rodney E. Bennett, Daniel G. Cohen, Thomas Costello, G. Steven Dawson, Jack DiMaio, Joseph M. Donovan, Jack Haraburda, Christopher Ricciardi, Neil Subin, Lance Ullom, and Charles W. Wolcott, and (ii) any director whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the then Incumbent Directors. View More

Change Of Control. At any time on or after the date hereof, (a) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have acquired beneficial ownership of 50% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of the Parent or the Borrower or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Parent or the Borrower; (b)... the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the Parent or the Borrower cease to be occupied by Persons who either (i) were members of the board of directors of the Parent or the Borrower, as applicable, on the Closing Date, or (ii) were nominated for election by the board of directors of the Parent or the Borrower, as applicable, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (c) any event, transaction or occurrence as a result of which Andrew M. Sims shall for any reason cease to be actively engaged in the day-to-day management of the Parent or Borrower in the role such Person serves on the Closing Date View More

Change Of Control. Shall have the same meaning as in the SMA; provided, however, to the extent the SMA's definition is broader than the definition allowed by Treasury Regulations Section 1.409A-(3)(5) (the '409A CoC Definition'), then Change of Control shall mean the 409A CoC Definition.

Change Of Control. Has the meaning ascribed to it in the Employment Agreement.

Change Of Control. Shall mean the acquisition by any natural person or business entity, other than MERIAL, Sanofi, or one of their Affiliates, directly or indirectly, of shares representing in the aggregate more than [*] percent of the aggregate voting power represented by the issued and outstanding capital stock of SCYNEXIS; or a merger, consolidation or reorganization involving SCYNEXIS (other than with MERIAL, Sanofi, or one of their Affiliates); or the sale or disposition of all or substantially all of the... assets of SCYNEXIS to any person (other than to MERIAL, Sanofi, or one of their Affiliates). View More

Change Of Control. An event or series of events resulting in the current holders of more than 50% of the Common Stock of the Company (inclusive of their affiliates) thereafter holding less than 50% of the Common Stock of the Company.

Change Of Control. A change of control of the Holding Company. Such a Change of Control will be deemed to have occurred immediately before any of the following occur: (i) individuals, who were members of the Board of Directors of the Holding Company immediately prior to a meeting of the shareholders of the Holding Company which meeting involved a contest for the election of directors, do not constitute a majority of the Board of Directors of the Holding Company following such election or meeting, (ii) an... acquisition, directly or indirectly, of more than 35% of the outstanding shares of any class of voting securities of the Holding Company by any Person, (iii) a merger (in which the Holding Company is not the surviving entity), consolidation or sale of all, or substantially all, of the assets of the Holding Company, or (iv) there is a change, during any period of one year, of a majority of the Board of Directors of the Holding Company as constituted as of the beginning of such period, unless the election of each director who is not a director at the beginning of such period was approved by a vote of at least a majority of the directors then in office who were directors at the beginning of such period. If the events or circumstances described in (i)-(iv), above, shall occur to or be applicable to the Bank, then such Change of Control shall be deemed for all purposes of this agreement to also be a "Change of Control" of the Holding Company. For purposes of this agreement, the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person", as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Holding Company, the Bank, any other wholly owned subsidiary of the Holding Company or any employee benefit plan(s) sponsored by the Holding Company, Bank or other subsidiary of the Holding Company. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred unless the change also constitutes the occurrence of a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(5), with respect to the Executive. View More