Change Of Control

Change Of Control. Of a Person means (a) the sale, lease, exchange, transfer, conveyance or other disposition, in one or a series of related transactions, of more than 50% of the assets of such Person and its subsidiaries, taken as a whole, (b) the acquisition by any individual, entity or "group" (within the meaning of Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the voting power of the... outstanding voting stock or voting equity interests of such Person, (c) a transaction or series of transactions (including by way of merger, consolidation, reorganization, exchange, issuance or sale of stock or equity interests or otherwise) (each, a "Specified Transaction") the result of which is that the individuals or entities who were the beneficial owners of the voting stock or voting equity interests of such Person immediately prior to such Specified Transaction cease to beneficially own immediately after consummation of such Specified Transaction more than 50% of the voting power of the outstanding voting stock or voting equity interests of such Person or (d) an acquisition of another company or business or the assets and liabilities of a company or business if the individuals and entities who were the beneficial owners of such Person immediately prior to such acquisition would cease to own more than 50% of the voting power of the outstanding voting stock or voting equity interests of such Person after such acquisition. View More

Change Of Control. Either (a) a merger or consolidation of Company with or into another entity, or other transaction, following which the stockholders of Company immediately prior to such transaction hold securities representing less than a majority of the voting power of the surviving entity or parent of the surviving entity immediately following such transaction, or (b) the sale, lease, license or other disposition of all or substantially all of Company's assets

Change Of Control. Shall have the meaning specified in the Company's 2019 Equity Incentive Plan or any successor thereto.

Change Of Control. A transaction or series of related transactions through which an entity that did not previously Control the target entity, acquires Control of the target entity.

Change Of Control. Shall mean the occurrence of any of the following events on or after the date of this Agreement: Merger: The Company merges into or consolidates with another entity, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; Acquisition of Significant Share... Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company's voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company's voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities; Change in Board Composition: Individuals who constitute the Company's Board of Directors on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board shall be considered, for purposes of this clause (iii), as though he or she was a member of the Incumbent Board; or Sale of Assets: The Company sells to a third party all or substantially all of its assets. This definition of "Change of Control" shall be construed to be consistent with the requirements of Internal Revenue Code Section 409A and Treasury Regulations promulgated thereunder. View More

Change Of Control. The meaning ascribed thereto in the Credit Agreement

Change Of Control. Means the occurrence of any of the following events: (i)any "person" (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, (ii)during any... period of two consecutive years, individuals who constitute the Board at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company's stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period, or (iii)the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company's then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity's outstanding voting securities shall, by itself, be considered a Change of Control. As used herein, "Permitted Holder" means (A) the Company, (B) any corporation, partnership, trust or other entity controlled by the Company, (C) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity, and (D) any of GREP Holdco I LLC, a Delaware limited liability company, GREP Holdco II LLC, a Delaware limited liability company, GREP Holdco II-B Holdings LLC, a Delaware limited liability company, GREP Holdco III-A LLC, a Delaware limited liability company, and GREP Holdco III-B Holdings LLC, a Delaware limited liability company, and their respective Affiliates. View More

Change Of Control. The occurrence of any of the following: (a) A transaction or a series of related transactions occurring after the Effective Date pursuant to which any Person or Group (other than the Company or any Affiliate) becomes the Beneficial Owner of more than fifty percent (50%) of the total voting power of the Voting Stock of the Company, on a Fully Diluted Basis; (b) Individuals who, as of the day following the IPO closing date for the first sale of Stock listed on a Stock Exchange or designated on a... Securities Market, constitute the Board (the "Incumbent Board") (together with any new directors whose election by such Incumbent Board or whose nomination by such Incumbent Board for election by the stockholders of the Company was approved by a vote of at least a majority of the members of such Incumbent Board then in office who either were members of such Incumbent Board or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of such Board then in office; (c) The Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company (regardless of whether the Company is the surviving Person), other than any such transaction in which the Prior Stockholders own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation immediately after such transaction; or (d) The consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger, or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or Group (other than the Company or any Affiliate), except any such transaction or series of transactions in which the Prior Stockholders own directly or indirectly at least a majority of the voting power of the Voting Stock of such Person or Group immediately after such transaction or series of transactions View More

Change Of Control. A transaction described in the definition of "Change of Control" in Section 5 of the Debentures, whether or not Parent, the Company or any Subsidiary is a party thereto.

Change Of Control. With respect to Company, (a) a merger or consolidation of Company with a third party which results in the voting securities of Company outstanding immediately prior thereto ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger or consolidation, (b) a transaction or series of related transactions in which a third party, together with its Affiliates, becomes the owner of fifty percent (50%) or more of the combined... voting power of Company's outstanding securities, or (c) the sale or other transfer to a third party of all or substantially all of Company's assets or all or substantially all of the Company's business to which this Agreement relates. View More