Corporate Change

Example Definitions of "Corporate Change"
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 Wheeler Real Estate Investment Trust, Inc. contract
Corporate Change. A consolidation, merger, dissolution or liquidation of the Company, Bank, or a sale or distribution of assets or stock (other than in the ordinary course of business) of the Company; Bank; 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 Virginia National Bankshares Corp 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
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
Found in GeoMet, Inc. contract
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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
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
Found in GeoMet, Inc. contract
Corporate Change. Means one of the following events: (i) the merger, consolidation or other reorganization of the Corporation in which the outstanding Common Stock is converted into or exchanged for a different class of securities of the Corporation, a class of securities of any other issuer (except a direct or indirect wholly owned subsidiary of the Corporation or an issuer that is controlled by the same persons who control the Corporation prior to such transaction), cash or other property; (ii) the sale, lease... or exchange of all or substantially all of the assets of the Corporation to any other corporation or entity (except a direct or indirect wholly owned subsidiary of the Company or an issuer that is controlled by the same persons who control the Corporation prior to such transaction); (iii) the adoption by stockholders of the Corporation of a plan or liquidation and dissolution; or (iv) the acquisition (other than any acquisition pursuant to any other clause of this definition) by any person or entity, including without limitation a "group" as contemplated by Section 13(d)(3) of the Exchange Act, of beneficial ownership, as contemplated by such Section, of more than 33-2/3 percent (based on voting power) of the Corporation's outstanding capital stock, if after such acquisition affiliates of Alon Israel Oil Company, Ltd. together hold less than 50% (based on voting power) of the Corporation's outstanding capital stock; provided, however, that no sale of the Corporation's capital stock by affiliates of Alon Israel Oil Company, Ltd. will in and of itself cause a Corporate Change, absent the occurrence of any of the events specified in (i) through (iv) of this Paragraph (e). View More
Found in Alon USA Energy, Inc. contract
Corporate Change. Either (i) the Company will not be the surviving entity in any merger, share exchange, or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases, or exchanges, or agrees to sell, lease, or exchange, all or substantially all of its assets to any other person or entity, (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 1934 Act, acquires or gains ownership or control... (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company's voting stock (based upon voting power), or (v) at such time as the Company becomes a reporting company under the 1934 Act, as a result of or in connection with a contested election of Directors, the persons who were Directors of the Company before such election will cease to constitute a majority of the Board; provided, however, that a Corporate Change will not include (A) any reorganization, merger, consolidation, sale, lease, exchange, or similar transaction, which involves solely the Company and one or more entities wholly-owned, directly or indirectly, by the Company immediately prior to such event or (B) the consummation of any transaction or series of integrated transactions immediately following which the record holders of the voting stock of the Company immediately prior to such transaction or series of transactions continue to hold 50% or more of the voting stock (based upon voting power) of (1) any entity that owns, directly or indirectly, the stock of the Company, (2) any entity with which the Company has merged, or (3) any entity that owns an entity with which the Company has merged. View More
Found in Cirrus Logic Inc contract
Corporate Change. A merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets of the Company to another entity if, in any such case, (1) the holders of equity securities of the Company immediately prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting entity entitled to 50% or more of the votes then eligible to be cast in the election of directors... generally (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company immediately prior to such transaction or event or (2) the persons who were members of the Board immediately prior to such transaction or event shall not constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event; (ii) the dissolution or liquidation of the Company; (iii) when any person or entity, including a "group" as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of 30% or more of the combined voting power of the outstanding securities of the Company; (iv) individuals who, as of the day immediately preceding the Effective Date, constitute members of the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered for purposes of this definition as though such individual was a member of the Incumbent Board, but excluding, for these purposes, any such individual whose initial assumption of office as a director occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any individual, entity or group other than the Board; or (v) any other event that a majority of the Board, in its sole discretion, shall determine constitutes a Corporate Change hereunder. For purposes of the preceding sentence, (A) "resulting entity" in the context of a transaction or event that is a merger, consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of the Company receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity, and (B) subsequent to the consummation of a merger or consolidation that does not constitute a Corporate Change, the term "Company" shall refer to the resulting entity and the term "Board" shall refer to the board of directors (or comparable governing body) of the resulting entity. View More
Found in ENDEAVOUR INTERNATIONAL CORP contract
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