Change Of Control

Change Of Control. Means the occurrence of any of the following events: 1 (i) Any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities, except that the following shall be deemed not to be a Change in Control: (A) any change in the beneficial... ownership of the securities of the Company as a result of a transaction or series of related transactions undertaken primarily for capital-raising purposes and that is approved by the Board; or (B) a transaction the sole purpose of which is to (y) change the state of the Company's incorporation, or (z) 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; or (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or (iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. Notwithstanding the foregoing, for purposes of an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules, to the extent the impact of a Change of Control on such Award would subject a Participant to additional taxes under the Nonqualified Deferred Compensation Rules, a Change of Control for purposes of such Award will mean both a Change of Control and a change in the ownership of a corporation, change in the effective control of a corporation, or a change in the ownership of a substantial portion of a corporation's assets within the meaning of the Nonqualified Deferred Compensation Rules as applied to the Company. View More

Change Of Control. Shall mean with respect to a Party, any of the following events occurring after the Effective Date: (i) any Third Party, together with its Affiliates directly or indirectly is or becomes the record or beneficial owner (provided that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), whether in one or a series of transactions, of fifty percent (50%)... or more of the total voting power of all classes of capital stock then outstanding of such Party exercisable at any meeting of the shareholders of that Party; (ii) such Party consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such Party, in either event pursuant to a transaction in which fifty percent (50%) or more of the total voting power of all classes of capital stock then outstanding of such Party exercisable at any meeting of shareholders of that Party is acquired by any Third Party or its Affiliates; (iii) such Party sells all or substantially all of its assets to any Third Party; or (iv) any Third Party has the right to control the supervisory board and/or the executive board of directors or equivalent governing body of such Party or the ability to cause the direction of the management or policies of such Party. View More

Change Of Control. Has the meaning given such term in the LLC Agreement.

Change Of Control. (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately... upon completion of such transaction, (iii) the sale of all of the securities of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction, other than the Merger, in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. View More

Change Of Control. The occurrence of any of the following: (a) the SG Affiliates (taken as a whole) at any time ceasing (i) to own and control, directly or indirectly, beneficially and of record, on a fully diluted basis, at least 51.0% on a fully diluted basis of the outstanding Voting Stock of the Company or (ii) to have or exercise the power to elect a majority of the board of directors or other managing body of the Company; (b) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the... Exchange Act) becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a greater amount of Voting Stock of the Company than is owned and controlled, directly or indirectly, by the SG Affiliates (taken as a whole); (c) the completion of a sale of any Capital Stock of the Company pursuant to a registration statement which has become effective under the Securities Act; or (d) a "change of control" (or any comparable term or provision) (i) as defined in any Company Senior Debt document, or any term of similar effect under any document executed in connection with any other Company Senior Debt document or (ii) under or with respect to any documents or agreements governing the Capital Stock of the Company. View More

Change Of Control. (a) any sale or disposition of all or substantially all of the assets of the Parent or the Company to a third party in one or a number of related transactions, (b) any merger of the Parent or the Company with or into another corporation in which the holders of the Parent's Common Stock or the Company's ownership interest immediately prior to the consummation of the merger do not control 50% of the surviving entity, or (c) the acquisition in one or a number of related transactions by any Person... or "group" of persons (as such term is defined in Section 13(d) and 14(d) of the Exchange Act, and the related regulations) who have expressed intent to control the affairs of the Parent or the Company of more than 50% of the total voting power of outstanding voting securities of the Parent or the Company. View More

Change Of Control. A "Change of Control" shall mean a change of control of the Company that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 ("Exchange Act"), or such item thereof which may hereafter pertain to the same subject; provided that, and notwithstanding the foregoing, a Change of Control shall be deemed to have occurred if: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange... Act, a "Person") 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 forty percent (40%) or more of the combined voting power of the Company's then out-standing securities; or (ii) At any time a majority of the Board of Directors of the Company is comprised of other than Continuing Directors (for purposes of this Section, the term "Continuing Director" means a director who was either (A) first elected or appointed as a Director prior to the effective date of this Plan; or (B) subsequently elected or appointed as a director if such director was nominated or appointed by at least a majority of the then Continuing Directors); or (iii) Any of the following occur: (A) Any merger or consolidation of the Company, other than a merger or consolidation in which the voting securities of the Company immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities of the surviving entity) sixty percent (60%) or more of the combined voting power of the Company or surviving entity immediately after the merger or consolidation with another entity; (B) Any sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a single trans-action or a series of related transactions) of all or substantially all of the assets of the Company which shall include, without limitation, the sale of assets or earning power aggregating more than fifty percent (50%) of the assets or earning power of the Company on a consolidated basis; (C) Any liquidation or dissolution of the Company; (D) Any reorganization, reverse stock split, or recapitalization of the Company which would result in a Change of Control; or (E) Any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing; or any agreement, contract, or other arrangement providing for any of the foregoing. View More

Change Of Control. Any transaction or event or multiple transactions or events (including, without limitation, a merger, other business combination, share exchange, spin-off, liquidation or reorganization) as a result of which all or substantially all of the Company's assets are sold, leased, licensed or otherwise transferred or a change of control shall occur or if there is an initial public offering of any securities of the Company. Notwithstanding the foregoing, the term "Change of Control" will not include... any sale of shares of capital stock of Company, in a single transaction or series of related transactions in which Company issues new securities to institutional investors for cash or the cancellation or conversion of indebtedness or a combination thereof where such transaction(s) are conducted primarily for bona fide equity financing purposes. View More

Change Of Control. Any liquidation, dissolution, or winding up of the Maker, either voluntary or involuntary, and shall be deemed to be occasioned by, or to include, (i) the acquisition of the Maker by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation) unless the Maker's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition... or sale (by virtue of securities issued as consideration for the Maker's acquisition or sale or otherwise) hold at least a majority of the voting power of the surviving or acquiring entity or its direct or indirect parent entity (except that any bona fide equity or debt financing transaction for capital raising purposes shall not be deemed a Change of Control for this purpose) and (ii) a sale, exclusive license or other disposition of all or substantially all of the assets of the Maker, including a sale, exclusive license or other disposition of all or substantially all of the assets of one or more of the Maker's subsidiaries, if such assets constitute substantially all of the assets of the Maker and such subsidiaries taken as a whole. View More

Change Of Control. As to a Party shall mean the occurrence of one or more of the following with respect to that Party: (i) the acquisition by any person (or related group of persons), whether by tender or exchange offer made directly to that Party's stockholders, open market purchases or any other transaction or series of transactions, of common stock possessing sufficient voting power in the aggregate to elect an absolute majority of the members of that Party's Board of Directors; (ii) a merger or consolidation... in which that Party is not the surviving entity, except for a transaction in which securities representing more than fifty percent (50%) of the total combined voting power of the surviving entity are held by persons who held common stock immediately prior to such merger or consolidation; (iii) any reverse merger in which that Party is the surviving entity but in which securities representing more than fifty percent (50%) of the total combined voting power of that Party's outstanding securities are transferred to holders different from those who held such securities immediately prior to such merger; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of that Party. View More