Corporate Change

Example Definitions of "Corporate Change"
Corporate Change. Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Corporation's assets to another Person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon a subsequent liquidation of the Corporation) securities or assets in respect of or in exchange for Common Stock.
Found in ENTERASYS NETWORKS INC contract
Corporate Change. Any Means any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Corporation's corporation's assets to another Person which that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon a subsequent liquidation of the Corporation) corporation) stock, securities or assets in respect of or in exchange for Common Stock.
Found in ORCHESTRA THERAPEUTICS, INC. contract
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Corporate Change. (a) the dissolution or liquidation of the Company; (b) a reorganization, merger or consolidation of the Company with one or more corporations (other than a merger or consolidation effecting a reincorporation of the Company in another state or any other merger or consolidation in which the shareholders of the surviving corporation and their proportionate interests therein immediately after the merger or consolidation are substantially identical to the shareholders of the Company and their... proportionate interests therein immediately prior to the merger or consolidation) (collectively, a "Corporate Change Merger"); (c) the sale of all or substantially all of the assets of the Company; or (d) the occurrence of a Change in Control. A "Change in Control" shall be deemed to have occurred if (i) individuals who were directors of the Company immediately prior to a Control Transaction shall cease, within two years of such Control Transaction to constitute a majority of the Board of Directors of the Company (or of the Board of Directors of any successor to the Company or to a company which has acquired all or substantially all its assets) other than by reason of an increase in the size of the membership of the applicable Board that is approved by at least a majority of the individuals who were directors of the Company immediately prior to such Control Transaction or (ii) any entity, person or Group acquires shares of the Company in a transaction or series of transactions that result in such entity, person or Group directly or indirectly owning beneficially 50% or more of the outstanding shares of Common Stock. Notwithstanding the foregoing, "Corporate Change" shall not include a public offering of the Company's common stock View More Arrow
Found in Rosetta Resources Inc. contract
Corporate Change. (a) (1) the dissolution or liquidation of the Company; (b) Company, (2) a reorganization, merger or consolidation of the Company with one or more corporations (other than a merger or consolidation effecting a reincorporation of the Company in another state or any other merger or consolidation in which the shareholders stockholders of the surviving corporation and their proportionate interests therein immediately after the merger or consolidation are substantially identical to the shareholders stockholders of the Company and their proportionate interests therein immediately prior to the merger or consolidation) (collectively, a "Corporate Change Merger"); (c) Merger"), (3) the sale of all or substantially all of the assets of the Company; Company, or (d) (4) the occurrence of a Change in Control. Notwithstanding the foregoing, "Corporate Change" shall not include any public offering of equity of the Company pursuant to a registration that is effective under the Securities Act of 1933, as amended (the "Act") or any private offering of equity of the Company pursuant to an exemption from the Act. A "Change in Control" shall be deemed to have occurred if (i) (1) individuals who were directors of the Company immediately prior to a Control Transaction shall cease, within two years of such Control Transaction to constitute a majority of the Board of Directors of the Company (or of the Board of Directors of any successor to the Company or to a company which has acquired all or substantially all its assets) other than by reason of an increase in the size of the membership of the applicable Board that is approved by at least a majority of the individuals who were directors of the Company immediately prior to such Control Transaction Transaction, or (ii) (2) any entity, person or Group acquires shares of the Company in a transaction or series of transactions that result in such entity, person or Group directly or indirectly owning beneficially 50% or more of the outstanding shares of Common Stock. Notwithstanding As used herein, "Control Transaction" means (1) any tender offer for or acquisition of capital stock of the Company pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock, (2) any Corporate Change Merger of the Company, (3) any contested election of directors of the Company, or (4) any combination of the foregoing, "Corporate Change" shall not include any one of which results in a public offering change in voting power sufficient to elect a majority of the Company's Board. As used herein, "Group" means persons who act "in concert" as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. As used herein, "Common Stock" means the common stock of the Company, $0.001 par value per share, or any stock or other securities hereafter issued or issuable in substitution or exchange for the Common Stock. View More Arrow
Found in GeoMet, Inc. contract
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Corporate Change. Means a consolidation, merger, dissolution or liquidation of the Company, a Subsidiary or Foreign Affiliate, or a sale or distribution of assets or stock (other than in the ordinary course of business) of the Company, a Subsidiary or Foreign Affiliate; provided that, unless the Committee determines otherwise, a Corporate Change shall only be considered to have occurred with respect to Participants whose business unit is affected by the... Corporate Change. View More Arrow
Found in GEORGIA PACIFIC CORP contract
Corporate Change. Means (i) the dissolution or liquidation of Intervoice; (ii) a reorganization, merger, or consolidation of Intervoice with one or more corporations (other than a merger or consolidation effecting a reincorporation of Intervoice in another state or any other merger or consolidation in which the shareholders of the surviving corporation and their proportionate interests therein immediately after the merger or consolidation are substantially identical to the shareholders of Intervoice and their... proportionate interests therein immediately prior to the merger or consolidation) (collectively, a "Corporate Change Merger"); (iii) the sale of all or substantially all of the assets of Intervoice; or (iv) the occurrence of a Change in Control. A "Change in Control" shall be deemed to have occurred if (i) individuals who were directors of Intervoice immediately prior to a Control Transaction shall cease, within 18 months of such Control Transaction, to constitute a majority of the Board of Directors of Intervoice (or of the Board of Directors of any successor to Intervoice or to a company which has acquired all or substantially all its assets) other than by reason of an increase in the size of the membership of the applicable Board that is approved by at least a majority of the individuals who were directors of Intervoice immediately prior to such Control Transaction or (ii) any entity, person, or Group acquires shares of Intervoice in a transaction or series of transactions that result in such entity, person, or Group directly or indirectly owning beneficially 50% or more of the outstanding shares of Common Stock. As used herein, "Control Transaction" means (i) any tender offer for or acquisition of capital stock of Intervoice pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (ii) any Corporate Change Merger of Intervoice; (iii) any contested election of directors of Intervoice; or (iv) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board of Directors of Intervoice. As used herein, "Group" means persons who act "in concert" as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. View More Arrow
Found in INTERVOICE INC contract
Corporate Change. A consolidation, merger, dissolution or liquidation of the Company, or a sale or distribution of assets or stock (other than in the ordinary course of business) of the Company; provided that, unless the Committee determines otherwise, a Corporate Change shall only be considered to have occurred with respect to Participants whose business unit is affected by the Corporate Change.
Found in Dehaier Medical Systems Ltd contract
Corporate Change. Shall mean the occurrence of any one or more of the following events: (i) Lone Pine shall not be a surviving or continuing entity in any merger, amalgamation, consolidation or other reorganization or business combination (or survives or continues only as a subsidiary of an entity other than a previously wholly-owned subsidiary of Lone Pine); (ii) Lone Pine sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than... a wholly-owned subsidiary of Lone Pine); (iii) Lone Pine is to be dissolved and liquidated; (iv) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of Lone Pine's voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of Lone Pine before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing, the term "Corporate Change" shall not include (1) any amalgamation, merger, consolidation or other reorganization or business combination involving solely Lone Pine and one or more previously wholly-owned subsidiaries of Lone Pine or (2) a distribution, or spin-off, of some or all of the shares of Lone Pine's common stock beneficially owned by Forest Oil Corporation to the shareholders of Forest Oil Corporation. View More Arrow
Found in Lone Pine Resources Inc. contract
Corporate Change. Means (i) the dissolution or liquidation of Employer; (ii) a reorganization, merger or consolidation of Employer with one or more corporations (other than a merger or consolidation effecting a reincorporation of Employer in another state or any other merger or consolidation in which the shareholders of the surviving corporation and their proportionate interests therein immediately after the merger or consolidation are substantially identical to the shareholders of Employer and their... proportionate interests therein immediately prior to the merger or consolidation) (collectively, a "Corporate Change Merger"); (iii) the sale of all or substantially all of the assets of Employer or an affiliate as defined in the Rosetta Resources Inc. 2005 Long-Term Incentive Plan; or (iv) the occurrence of a Change in Control. A "Change in Control" shall be deemed to have occurred if (x) individuals who were directors of Employer immediately prior to a Control Transaction shall cease, within two years of such Control Transaction to constitute a majority of the Board of Directors of Employer (or of the Board of Directors of any successor to Employer or to a company which has acquired all or substantially all its assets) other than by reason of an increase in the size of the membership of the applicable Board that is approved by at least a majority of the individuals who were directors of Employer immediately prior to such Control Transaction or (y) any entity, person or Group acquires shares of Employer in a transaction or series of transactions that result in such entity, person or Group directly or indirectly owning beneficially 50% or more of the outstanding shares of Common Stock. As used herein, "Control Transaction" means (A) any tender offer for or acquisition of capital stock of Employer pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (B) any Corporate Change Merger of Employer; (C) any contested election of directors of Employer; or (D) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board of Directors of Employer. As used herein, "Group" means persons who act "in concert" as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, "Corporate Change" shall not include the Acquisition, the Offering or any public offering of equity of Employer pursuant to a registration that is effective under the Securities Act of 1933, as amended. As used herein, "Acquisition" and "Offering" shall have the same meaning given to those terms in the Rosetta Resources Inc. 2005 Long-Term Incentive Plan. View More Arrow
Found in Rosetta Resources Inc. contract
Corporate Change. Shall mean one of the following events: (i) the merger, consolidation or other reorganization of the Company in which the outstanding Common Stock is converted into or exchanged for a different class of securities of the Company, a class of securities of any other issuer (except a Parent or Subsidiary of the Company), cash or other property (ii) the sale, lease or exchange of all or substantially all of the assets of the Company to any other corporation or entity (except a Parent or Subsidiary... of the Company); or (iii) the adoption by shareholders of the Company of a plan of liquidation or dissolution. The following events are not defined as a "Corporate Change": (i) a merger, consolidation or reorganization of the Company which would result in the voting stock 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), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least sixty percent (60%) of the combined voting power of the voting stock of the Company or such surviving entity outstanding immediately after such merger, consolidation or reorganization of the Company, or (ii) merger, consolidation or reorganization of the Company effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than forty-nine percent (49%) of the combined voting power of the Company's then outstanding stock; View More Arrow
Found in CORNERSTONE THERAPEUTICS INC contract
Corporate Change. Shall mean the occurrence of any one or more of the following events: (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company); (ii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) the Company is to be dissolved and... liquidated; (iv) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 40% of the outstanding shares of the Company's voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing, the term "Corporate Change" shall not include any reorganization, merger or consolidation involving solely the Company and one or more previously wholly-owned subsidiaries of the Company. View More Arrow
Found in SABINE OIL & GAS CORP contract
Corporate Change. Shall have the same meaning given to that term in the 2006 LTIP. Any modification to the definition of "Corporate Change" in the 2006 LTIP (including by virtue of the amendment of the 2006 LTIP or adoption of a successor plan setting out a modified definition of "Corporate Change") adopted after the Effective Date shall apply for purposes of this Agreement, except that any modification to such definition adopted on or after, or within 180 days before, a Corporate Change shall not apply in... determining the definition of such term under this Agreement unless such modification is favorable to Executive; and provided further that any change to the definition of "Corporate Change" in the 2006 LTIP adopted to comply with the requirements of the Code shall be deemed to be favorable to Executive. View More Arrow
Found in GeoMet, Inc. contract
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