Change Of Control

Change Of Control. Any transaction defined as a Liquidation Event in the Restated Certificate.

Change Of Control. Change of Control shall have the meaning ascribed to it in the Equity Plan; provided, however, that a management led buyout shall not be considered a Change of Control for purposes of this Agreement.

Change Of Control. The meaning set forth in the LLC Agreement

Change Of Control. Replace each instance of the term "Warrants" with phrase "Warrants or Incremental Warrants".

Change Of Control. With respect to Repare and a Third Party [***], (a) a merger or consolidation of Repare with such Third Party that results in the voting securities of Repare outstanding immediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to represent more than 50% of the combined voting power of the surviving entity or the parent of the surviving entity immediately after such merger or consolidation, or (b) a transaction or series of related... transactions in which such Third Party, together with its affiliates, becomes the direct or beneficial owner of more than 50% of the combined voting power of the outstanding securities of Repare, or (c) the sale or other transfer to such Third Party of all or substantially all of Repare's business to which the subject matter of this Agreement relates. Notwithstanding anything to the contrary in this paragraph, the sale of equity securities for capital raising purposes in a financing transaction shall not be deemed to result in a Change of Control. View More

Change Of Control. The occurrence of the following event: any individual, entity or group (as defined in Section 13(d)(3) of the Act) other than the Permitted Holders becomes the beneficial owner (as defined in Rule 13(d)(3) under the Act) of Company securities that constitute more than 50% of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors to the Board of the Company (other than as a result of an issuance of securities initiated by the... Company in the ordinary course of business). Notwithstanding the foregoing, (i) no Change of Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions; and (ii) for purposes of an Award (A) that provides for the payment of deferred compensation that is subject to Code Section 409A upon a Change of Control or (2) with respect to which the Company permits a deferral election, the definition of "Change of Control" shall be deemed amended to conform to the requirements of Code Section 409A to the extent necessary for the Award and deferral election to comply with Code Section 409A. View More

Change Of Control. A Change of Control of UGI as defined in the Plan

Change Of Control. As defined in the Severance Plan.

Change Of Control. Means (a) any merger, reorganization or consolidation of a party into or with another Person in which the owners of the party immediately prior to such merger, reorganization or consolidation own less than fifty percent (50%) of the surviving entity immediately after such merger, reorganization or consolidation; (b) any sale, transfer or other disposition of all or substantially all of the assets of the party; or (c) the effectuation by the party of a transaction or series of related... transactions in which more than thirty percent (30%) of the voting power of the party is transferred. View More

Change Of Control. A "Change of Control" shall mean a change of control of HMI 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 HMI representing thirty-five percent (35%) or more of the combined voting power of HMI's then out-standing securities; or (ii) At any time a majority of the Board of Directors of HMI 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 date of this Agreement; 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 HMI, other than a merger or consolidation in which the voting securities of HMI immedi-ately 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 HMI 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 HMI 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 HMI on a consolidated basis; (C) Any liquidation or dissolution of HMI; (D) Any reorganization, reverse stock split, or recapitalization of HMI 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