Change Of Control

Change Of Control. Transaction shall be deemed to have taken place if (A) any person is or becomes a beneficial owner, directly or indirectly, of securities of ClearSign representing more than fifty percent (50%) of the equity interests and voting power of ClearSign's then-outstanding equity securities or (B) ClearSign enters into a stock-for-stock transaction whereby immediately after the consummation of the transaction ClearSign's stockholders retain less than fifty percent (50%) of the equity interests and... voting power of the surviving entity's then-outstanding equity securities View More

Change Of Control. Any person or entities having acquired, in any single transaction or series of related transactions, whether by way of merger, consolidation, purchase, or in any other manner, (i) securities of Seller or its Controlling Affiliate(s) representing [...***...] percent ([...***...]%) or more of either the combined voting power or ownership interest thereof, (ii) [...***...] percent ([...***...]%) or more of the profit/loss participation in Seller or its Controlling Affiliate(s), or (iii) Control in... Seller or its Controlling Affiliate(s). View More

Change Of Control. Means the occurrence of any of the following events with respect to the Bank or its parent holding Company, First Northern Community Bancorp ("Bancorp"): (i) Merger: A merger into or consolidation with another corporation, or merger of another corporation into Bank or Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of Bank or Bancorp immediately before the... merger or consolidation; (ii) Acquisition of Significant Share Ownership: One person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock possessing thirty percent (30%) or more of the total voting power of the stock of Bank or Bancorp (this constitutes acquisition of "Effective Control"). No Change of Control shall occur if additional voting shares are acquired by a person or persons who possessed Effective Control prior to acquiring additional shares. This subpart (b) shall not apply to beneficial ownership of voting shares held in a fiduciary capacity by an entity of which Bank or Bancorp directly or indirectly beneficially owns 50% or more of the outstanding voting securities, or voting shares held by an employee benefit plan maintained for the benefit of the Bank's employees. (iii) Change in Board Composition: A majority of the members of the Board of Directors of Bank or Bancorp is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of Bank or Bancorp before the date of the appointment or election. This subparagraph shall only apply with respect to Bancorp if no other corporation is a majority shareholder of Bancorp. A Change of Control shall only occur with respect to Bancorp if Bancorp (i) is a majority shareholder of the Bank; (ii) is a majority shareholder of any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in the Bank; or (iii) is otherwise a "Relevant Corporation" as that term is used and defined in Section 409A. For purposes of this section, majority shareholder means a shareholder owning more than 50% of the total fair market value and total voting power of the Bank, Bancorp, or a corporation in the chain referenced above. No Change of Control shall occur unless the event constitutes a "Change in the Ownership of a Corporation" or a "Change in the Effective Control of a Corporation" as defined under Section 409A. View More

Change Of Control. If during the Term of this Agreement (A) any "Person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Holding Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of Holding Company or any of its subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the "beneficial... owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (x) a majority of the outstanding common stock of the Holding Company or the Company, or (y) securities of either the Holding Company or the Company representing a majority of the combined voting power of the then-outstanding voting securities of either the Holding Company or the Company, respectively; or (B) during any period of two consecutive years following the date hereof, individuals who at the beginning of that period constitute the Board of the Holding Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of the Holding Company, unless the election of each new director was nominated or approved by at least two-thirds (2/3) of the directors of the Board then still in office who were either directors at the beginning of the two (2)-year period or whose election or whose nomination for election was previously so approved; or (C) the consummation of a merger or consolidation or sale or other disposition of all or substantially all of the assets of the Holding Company (a "Corporate Transaction"); excluding a Corporate Transaction in which the stockholders of the Holding Company immediately prior to the Corporate Transaction would, immediately after the Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing, in the aggregate, more than the majority of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if any); or (D) the approval of the Holding Company's stockholders of any plan or proposal for the liquidation or dissolution of the Holding Company. Notwithstanding anything herein to the contrary, this definition shall be construed to be consistent with the requirements of Section 280G of the Code and, with respect to any amount that constitutes "nonqualified deferred compensation" within the meaning of Section 409A, a Change of Control shall not constitute a settlement or distribution event with respect to such amount, or an event that otherwise changes the timing of payment, settlement or distribution of such amount, unless the Change of Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto View More

Change Of Control. If a Change of Control occurs, and the Executive's employment with the Company is terminated by the Company without Cause or the Executive resigns for Good Reason within three months prior to a Change of Control occurring during the Term, then, for all purposes of this Agreement "Effective Date" shall mean the date immediately prior to the date of such termination of employment or cessation of employment.

Change Of Control. Defined in the Company's 2021 Equity Incentive Plan.

Change Of Control. For purposes of this Agreement, "Change of Control" means the occurrence of any one or more of the following events: (i) any person (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities (other than in connection with a transaction involving the issuance of securities by the Company... the principal purpose of which is to raise capital for the Company); (ii) there is consummated a merger, consolidation or similar transaction to which the Company is a party and the stockholders of the Company immediately prior thereto do not own outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity immediately following such merger, consolidation or similar transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity immediately following such merger, consolidation or similar transaction; or (iii) there is consummated a sale, lease exclusive license or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries), other than a sale, lease or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries) to an entity more than 50% of the combined voting power of which is owned immediately following such disposition by the stockholders of the Company immediately prior thereto. For the avoidance of doubt, a reincorporation of the Company shall not be deemed a Change of Control. View More

Change Of Control. Shall have the meaning set forth in the Mesa Laboratories, Inc. 2021 Equity Incentive Plan, as may be amended from time to time. If the occurrence of a Change of Control is a payment event for compensation that is "non-qualified deferred compensation" subject to Code Section 409A, then a Change of Control will be deemed to have occurred only if the transaction is also a "change in ownership" or "change in effective control of" the Company or a "change in the ownership of a substantial portion... of the assets of" the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) View More

Change Of Control. Shall have the meaning set forth in the Equity Plan as in effect on the date hereof.

Change Of Control. A sale of all or substantially all of the shares or assets of the Company or the Company's parent, Loop Industries, Inc. ("Loop"), or any merger or consolidation of the Company or Loop with or into another corporation other than a merger or consolidation in which the holders of more than 50% of the total voting power represented by the voting securities of the Company or Loop 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 Loop, or such surviving entity, outstanding immediately after such transaction View More