Change Of Control

Change Of Control. Means, and shall be deemed to have occurred, if: (a) any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the 'beneficial owner' (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporation's then outstanding securities; China Stock Option Agreement... (Performance-Based) View More

Change Of Control. Means, and shall be deemed to have occurred, if: (a) any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the 'beneficial owner' (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporation's then outstanding securities; U.S. Stock Option Agreement... (Performance-Contingent)3 (b) the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation ( a 'Fundamental Transaction') with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Corporation's outstanding securities, (B) the surviving entity's outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division; (c) the stockholders of the Corporation approve a plan of complete liquidation or winding-up of the Corporation or the Corporation consummates the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation's assets; or (d) during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation's stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. View More

Change Of Control. Means (a) any consolidation or merger, which is not initiated by Licensor or any of its Affiliates, of any of Licensee, SciPlay Parent Company, LLC, or SciPlay Holding Company, LLC. (each, a "Designated Entity") with or into any other corporation or other entity or Person, or any other corporate reorganization not initiated by Licensor or any of its Affiliates, in either case which the equity holders of such Designated Entity immediately prior to such consolidation, merger or... reorganization own, control or otherwise have less than fifty percent (50%) of such Designated Entity's voting power immediately after such consolidation, merger or reorganization, or (b) any transaction or series of related transactions that is not initiated by Licensor or any of its Affiliates in which the equity holders of any Designated Entity immediately prior to such transaction or series of related transactions own, control or otherwise have less than fifty percent (50%) of such Designated Entity's voting power immediately after such transaction or series of related transactions. Notwithstanding the foregoing, (i) the sale by Licensor or its Affiliates of any ownership interests in Licensee or its Affiliates, either privately or through additional public offerings, or (ii) any decrease in the percentage ownership of Licensor or any of its Affiliates in any Designated Entity through additional issuances of stock of such Designated Entity, in each case, as a result of a single transaction or series of related transactions, will not in and of itself trigger a Change of Control or provide any right to terminate the Agreement under any circumstances. View More

Change Of Control. With respect to an entity, the acquisition by any person or group, directly or indirectly, of the beneficial ownership of more than fifty percent (50%) of the total voting power of such entity; (ii) through a merger of such entity into another person or entity; and (iii) through the sale, lease or transfer of all or substantially all of the assets of such entity to any person or entity in one or a series of related transactions. For the sake of clarification, a Change of Control shall not be... deemed to have occurred if Licensee and/or one or more of its Authorized Affiliates files for an Initial Public Offering and becomes a publicly traded company View More

Change Of Control. The meaning assigned to such term in the Advisory Agreement, unless otherwise specified herein

Change Of Control. The term "Change of Control" shall mean any (i) liquidation, dissolution or winding up of the Company, either voluntary or involuntary; (ii) merger, consolidation or other similar transaction or series of related transactions in which the shareholders of the Company immediately prior to such transaction(s) do not cumulatively own at least fifty percent (50%) of the outstanding voting securities of the successor entity immediately after such transaction(s) (by virtue of securities issued in such... transaction or series of related transactions); (iii) transaction or series of transactions in which fifty percent (50%) or more of the Company's voting power is transferred (other than in connection with financing transactions in which the Company issues securities to investors for capital raising purposes); or (iv) transaction or series of transactions effecting the sale, exclusive lease, exclusive license or other disposition of all or substantially all of the assets of the Company. View More

Change Of Control. Each of: (a) any sale or exchange of the capital stock by the stockholders of the Company in one transaction or series of related transactions where more than 50% of the outstanding voting power of the Company is acquired by a person or entity or group of related persons or entities; (b) a consolidation, merger or other reorganization of 1 the Company with or into any other corporation or corporations in which the holders of the Company's outstanding shares immediately before such... consolidation, merger or other reorganization do not, immediately after such consolidation, merger or reorganization, retain stock representing a majority of the voting power of the surviving corporation of such consolidation, merger or reorganization as a result of their shareholdings in the Company immediately prior to the consolidation or merger; or (c) a sale of all or substantially all of the assets of the Company and its subsidiaries, on a consolidated basis; provided, however, that a Change in Control shall not include an equity or debt financing the primary purpose of which is to raise working capital for the Company. View More

Change Of Control. Means the consummation of any transaction or series of transactions (including, without limitation, any sale, merger or consolidation) the result of which is that (i) neither SMG Growing Media, Inc. nor any affiliate of SMG Growing Media, Inc. owns directly or indirectly, 50% or more of the voting stock of the Borrower, measured by voting power rather than number of shares or (ii) Lender is no longer an affiliate of Borrower.

Change Of Control. A Change of Control of UGI as defined in the Plan. In addition, 'Change of Control' shall include (i) any of the events with respect to UGI Utilities, Inc. ('Utilities') defined as a 'Change of Control' on Exhibit A hereto to the extent that the Participant is employed by Utilities or a subsidiary of Utilities as of the date of the occurrence of such event, and (ii) any of the events with respect to AmeriGas Propane, Inc. ('AmeriGas') defined as a 'Change of Control' on Exhibit B hereto to the... extent that the Participant is employed by AmeriGas as of the date of the occurrence of such event. View More

Change Of Control. The meaning set forth in the Company's current Omnibus Incentive Plan, as amended and restated effective September 25, 2017.