Change Of Control

Change Of Control. The first to occur of the following events:

Change Of Control. The occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the Issuance Date by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) under the Exchange Act) of more than fifty percent (50%) of the voting rights or equity interests in the Company; (ii) a replacement of more than fifty percent (50%) of the members of the Company's board of directors that is not approved by those individuals who are members of the board of... directors on the Issuance Date; (iii) a merger or consolidation of the Company or a sale of all or substantially all of the assets of the Company in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least fifty percent (50%) of the voting rights and equity interests in the surviving entity or acquirer of such assets, as applicable; (iv) a recapitalization, reorganization or other transaction involving the Company that constitutes or could result in a transfer of more than fifty percent (50%) of the voting rights or equity interests in the Company; (v) consummation of a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act with respect to the Company; or (vi) the execution by the Company or its controlling shareholders of an agreement providing for or that will result in any of the foregoing events View More

Change Of Control. Means the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result of which is that any "person" (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of FHC Wisconsin.

Change Of Control. QUALCOMM Incorporated shall cease to directly or indirectly own and control 100% on a fully diluted basis of each class of outstanding equity interests of the Company

Change Of Control. The meaning set forth in the Company's Change of Control Policy for Executive Officers.

Change Of Control. The occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of Parent to any Person or 'group' (within the meaning of the Exchange Act in effect, (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or 'group' (within the meaning of the Exchange Act as in effect) of 40% or more of the outstanding shares... of the voting equity interests of Parent, or (iii) occupation of a majority of the seats of the board of directors (other than vacant seats) by Persons who were neither (a) nominated by the current board of directors or (b) appointed by directors so nominated. View More

Change Of Control. Shall mean the occurrence of any of the following events: (i) there occurs a sale, transfer, conveyance or other disposition of all or substantially all of the consolidated assets of the Company, (ii) any Person or "group" (as such term is used in Section 13 of the Exchange Act) (in each case excluding (x) any member of the Kanen Group or any of their respective Affiliates and (y) any group arising solely by reason of this Agreement), directly or indirectly, obtains beneficial ownership of 50%... or more of the outstanding Company Common Stock, (iii) the Company consummates any merger, consolidation or similar transaction, unless the shareholders of the Company immediately prior to the consummation of such transaction continue to hold (in substantially the same proportion as their ownership of the Common Stock immediately prior to the transaction, other than changes in proportionality as a result of any cash/stock election provided under the terms of the definitive agreement regarding such transaction) more than 50% of all of the voting power of the outstanding shares of Common Stock (and any other class of voting stock) of the surviving or resulting entity in such transaction immediately following the consummation of such transaction View More

Change Of Control. The occurrence of any of the following events: (i) A "change in the ownership" of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a "group" (for purposes of this Section 2(f), as such term is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)), acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total... voting power of the stock of the Company. (ii) A "change in the effective control" of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby either (A) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during any twelve-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 within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions. In addition, for purposes of this Section 2(f) and except as otherwise provided in an Award Agreement, "Company" includes (x) the Company, (y) the entity for whom a Participant performs the services for which an Award is granted, and (z) an entity that is a shareholder owning more than 50% of the total fair market value and total voting power (a "Majority Shareholder") of the Company or the entity identified in (y) above, or any entity in a chain of entities in which each entity is a Majority Shareholder of another entity in the chain, ending in the Company or the entity identified in (y) above. View More

Change Of Control. (i) with respect to Charter, the occurrence of an event described in clause (i) of Company Change of Control; and (ii) with respect to Liberty, a Liberty Change of Control.

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 RX Safes, Inc. by any Person or entity, (b) the acquisition of all or substantially all of the assets of RX Safes, Inc., or (c) any merger or consolidation of RX Safes, 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 RX Safes, 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