Change Of Control

Change Of Control. (a) (1) any person or group other than the group consisting of Curtis Squire, Inc. and members of the Kunin family (together, the "Kunin Group") is at any time the beneficial owner of thirty percent (30%) or more of the equity securities of the Company entitled to vote for the election of directors (the "Voting Securities"), and (2) such other person or group then owns a greater percentage of the Voting Securities than the Kunin Group; (b) Individuals who, as of the Effective Date, constitute... the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided, that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (c) the sale or disposition of all or substantially all of the Company's assets (including a plan of liquidation) or a merger or consolidation of the Company with or into another corporation except for a merger whereby the shareholders of the Company prior to the merger own more than fifty percent (50%) of the equity securities entitled to vote for the election of directors of the surviving corporation immediately following the transaction. View More

Change Of Control. At any time, with respect to JCH (i) the acquisition by (A) any Person or (B) two (2) or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of outstanding voting equity securities of JCH at any time if after giving effect to such acquisition such Person or Persons owns more than fifty percent (50%) of such outstanding voting equity securities; (ii) any merger or... consolidation to which JCH is a constituent party, in connection with which, immediately after the consummation of such merger or consolidation (and all related transactions) the equity holders of JCH are not the holders of more than 50% of the voting equity securities of the surviving legal entity; (iii) a sale of all, or substantially all, of the assets of JCH; or (iv) any liquidation, dissolution or winding up of JCH; provided that for all purposes of this definition, the consummation of the Public Transaction shall not constitute a "Change of Control" View More

Change Of Control. (i) the Parent MLP shall cease to own, directly or indirectly, all of the outstanding equity interests of (a) the Borrower and (b) the General Partner; (ii) any Person or two or more Persons acting as a group (as defined in Section 1 13(d)(3) of the Securities Exchange Act of 1934), other than the Parent MLP or any Wholly-Owned Subsidiary of the Parent MLP, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of 35% or... more of the outstanding membership interests of the Parent MLP GP; (iii) individuals who, as of the Closing Date, constitute the board of directors of the Parent MLP GP (the "Parent MLP GP Incumbent Board") cease for any reason to constitute at least a majority of the board of directors of the Parent MLP GP; provided, however, that any individual becoming a director of the Parent MLP GP subsequent to such date whose election, or nomination for election by the Parent MLP GP's board of directors or committee thereof, was approved by a vote of at least a majority of the directors then comprising the Parent MLP GP Incumbent Board, shall be considered as though such individual were a member of the Parent MLP GP Incumbent Board; or (iv) a Series B Change of Control occurs pursuant to the terms of the Series B Preferred Stock View More

Change Of Control. Shall mean a sale, conveyance or other disposition of all or substantially all of the property or business of the Company (other than to a wholly-owned subsidiary of the Company), or a merger or consolidation with or into any other corporation or other business transaction or series of transactions as a result of which stockholders of the Company immediately prior to the transaction would hold less than a majority of the voting interests of the Company (or successor or parent company thereof)... after the transaction; provided, that a Change of Control shall not include any transaction or series of related transactions principally for bona fide equity financing purposes View More

Change Of Control. (i) the acquisition of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly by any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of securities of the Company representing a majority or more of the combined voting power of the Company's then outstanding securities, other than an acquisition of securities for investment purposes pursuant to a bona fide financing of the Company; (ii) a merger or consolidation of the Company... with any other corporation in which the holders of the voting securities of the Company prior to the merger or consolidation do not own more than 50% of the total voting securities of the surviving corporation; or (iii) the sale or disposition by the Company of all or substantially all of the Company's assets other than a sale or disposition of assets to an Affiliate of the Company or a holder of securities of the Company; notwithstanding the foregoing, no transaction or series of transactions shall constitute a Change of Control unless such transaction or series of transactions constitutes a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) View More

Change Of Control. A sale of all or substantially all of the shares or assets of the Company or its parent, LOOP Industries, Inc. ("LPP"), or any merger or consolidation of either the Company or LPP with or into another corporation other than a merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company or LPP (as the case may be) outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their... being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or LPP (as the case may be), or such surviving entity, outstanding immediately after such transaction View More

Change Of Control. And shall be deemed to occur if (i) a Person acquires ownership of stock that, together with stock held by such Person, constituting more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; or (ii) a Person (other than a Person controlled, directly or indirectly, by shareholders of the Company) acquires fifty percent (50%) or more of the gross fair market value of the assets of the Company over a twelve (12) week period

Change Of Control. Shall mean (a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Company' s assets to any person or group, or (b) the acquisition by any person or group (other than the current Members of the Company or their affiliates or family members) of a direct or indirect interest in 100% of the voting interests of the Company by way of merger, consolidation or otherwise.

Change Of Control. Shall be deemed to have occurred upon one or more of the following events: (i) any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Partnership to any Person or its Affiliates, other than the General Partner, the Partnership or any of their Affiliates; (ii) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in the... General Partner cease to be controlled by Holdings; or (iii) any other event specified as a "Change of Control" in an applicable Award Agreement. Notwithstanding the above, with respect to a 409A Award, a "Change of Control" shall not occur unless that Change of Control also constitutes a "change in the ownership of a corporation," a "change in the effective control of a corporation," or a "change in the ownership of a substantial portion of a corporation's assets," in each case, within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, as applied to non-corporate entities. View More

Change Of Control. (a) the consummation of a share exchange, merger or consolidation of the Company with or into another entity or any other reorganization, if, as a result of such share exchange,merger, consolidation or reorganization, more than fifty percent (50%) of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such share exchange, merger, consolidation or reorganization is owned by persons who were not shareholders of the Company immediately prior... to such share exchange merger, consolidation or reorganization, (b) any sale, transfer or other disposition of all or substantially all the assets of the Company and its consolidated subsidiaries to an entity (other than a wholly owned direct or indirect subsidiary of the Company) of which more than fifty percent (50%) of the combined voting power of its outstanding securities is owned by persons who are not shareholders of the Company at the effective time of such sale, transfer or disposition View More