Corporate Transaction

Corporate Transaction. Any of the following transactions: (i) transactions other than any such transaction also constituting the Separation: (a) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (ii) (b) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations); (iii) (c) the complete liquidation or dissolution of the Company; (iv) (d) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or (v) (e) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities (whether or not in a transaction also constituting a Change in Control), but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction View More

Corporate Transaction. Any of the following transactions: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations); or (iii) the complete liquidation or dissolution of the Company; (iv) any reverse merger in... which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or (v) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction merger View More

Corporate Transaction. Any of the following transactions: stockholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations); (iii) the corporations) in... connection with complete liquidation or dissolution of the Company; (iv) or (iii) any reverse merger in which the Company is the surviving entity entity, but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or (v) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction merger View More

Corporate Transaction. The Means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; (iii) the consummation of a merger, consolidation or similar transaction... following which the Company is not the surviving corporation; or (iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. Notwithstanding the foregoing or any other provision of this Plan, to the extent Corporate Transaction is a payment trigger, and not merely a vesting trigger for a 409A Award, Corporate Transaction will be defined in accordance with Treas. Reg. §1.409A-3(i)(5), and any such payments in respect of such 409A Award shall not occur until after the occurrence of such a Corporate Transaction event. View More

Corporate Transaction. The occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale sale, lease, license or other disposition of all or substantially all, as determined by the Board in its sole discretion, all of the consolidated assets of the Company and its Subsidiaries; Company; (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; (iii) the consummation of a merger, consolidation or... similar transaction following which the Company is not the surviving corporation; or (iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. otherwise View More

Corporate Transaction. The occurrence, consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale sale, lease or other disposition of all or substantially all, as determined by the Board in its sole discretion, all of the consolidated assets of the Company and its Subsidiaries; Company; (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; (iii) the consummation of a merger,... consolidation or similar transaction following in which the Company is not the surviving corporation; or (iv) the consummation of a reverse merger, consolidation or similar transaction following in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. Notwithstanding the foregoing definition or any other provision of this Plan, the term Corporate Transaction will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company View More

Corporate Transaction. The occurrence of any of the following events: (i) (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or "group" (two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, or disposing of the applicable securities referred to herein) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty... percent (50%) or more of the total voting power represented by the Company's then-outstanding voting securities; (ii) (b) the consummation of the sale or other disposition by the Company of all or substantially all of the Company's assets; (iii) (c) the consummation of a merger merger, reorganization, consolidation or consolidation similar transaction or series of related transactions of the Company with any other corporation, other than a merger merger, reorganization, consolidation, or consolidation similar transaction (or series of related transactions) which would result in the voting securities 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 or its parent) at least fifty percent (50%) a majority of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or merger, reorganization, consolidation or (iv) similar transaction (or series of related transactions), or (d) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) View More

Corporate Transaction. The occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty thirty percent (50%) (30%) or more of the total voting power represented by the Company's then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially... all of the Company's assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities 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 or its parent) Parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent Parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) Company). or (v) individuals who, as of the Effective Date, constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the Effective 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 as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act) View More

Corporate Transaction. The Means the occurrence of any of the following events: (i) any (i)any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then-outstanding then outstanding voting securities; or (ii) the consummation of the sale or disposition by the Company... of all or substantially all of the Company's assets; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities 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 or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) consolidation. View More

Corporate Transaction. A sale of all or substantially all of the Company's assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation and includes a Change of Control

Corporate Transaction. A sale of all or substantially all of the Company's assets, or a merger, consolidation or other capital reorganization or transaction of the Company with or into another corporation corporation, entity or person, and includes a Change of Control

Corporate Transaction. A sale of all or substantially all of the Company's assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation corporation, entity or person, and includes a Change of Control

Corporate Transaction. Any of the following transactions: (i) a transaction or series of related transactions in which any person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, Act), other than any person who currently owns more than a majority of the Company's Common Stock, becoming becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then outstanding voting securities of the Company, except... that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Corporate Transaction; (ii) a consolidation or merger of the Company with or into another entity, unless the stockholders of the Company immediately before such consolidation or merger own, directly or indirectly, a majority of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such consolidation or merger; (iii) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Plan, be considered as a member of the Incumbent Board. (iv) the sale of all or substantially all of the assets of the Company; or (v) (iv) the liquidation, dissolution or winding up of the entity. Company. For the avoidance of doubt, a transaction will not constitute a Corporate Transaction if: (i) (1) its sole purpose is to change the jurisdiction of the Company's incorporation, or (ii) (2) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction View More

Corporate Transaction. Any of the following transactions: following: (i) a transaction or series of related transactions in which any person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, Act), other than any person who currently owns more than a majority of the Company's Common Stock, becoming becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then outstanding voting securities of the... Company, except that any change in the ownership of the stock of the Company as a result of either an Initial Public Offering or a private financing of the Company that is approved by the Board will not be considered a Corporate Transaction; (ii) a consolidation or merger of the Company with or into another entity, unless the stockholders of the Company immediately before such consolidation or merger own, directly or indirectly, a majority of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such consolidation or merger; or (iii) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Plan, be considered as a member of the Incumbent Board. (iv) the sale of all or substantially all of the assets of the Company; or (v) Company. Notwithstanding the liquidation, dissolution or winding up foregoing, to the extent necessarily to avoid a violation of Section 409A of the entity. Code, a transaction will not be deemed a Corporate Transaction unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. For the avoidance of doubt, a transaction will not constitute a Corporate Transaction if: (i) (1) its sole purpose is to change the jurisdiction of the Company's incorporation, or (ii) (2) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction View More

Corporate Transaction. Any Means the occurrence, in a single transaction or in a series of related transaction of any of the following transactions: events: (i) any person "person" or related "group of persons" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, Act), other than any person who currently owns more than a majority of the Company's Common Stock, becoming the acquiring beneficial owner ownership (within the meaning of Rule 13d-3 and 13d-5 promulgated under the Exchange Act) of more... than 50% of the combined voting power of the then outstanding voting securities of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Corporate Transaction; Company; (ii) a consolidation consolidation, merger or merger of similar transaction involving the Company with or into another entity, Company, unless the stockholders of the Company immediately before such consolidation consolidation, merger or merger other transaction own, directly or indirectly, a majority of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such consolidation or merger; (iii) individuals who, who are members of the Board on the date the Plan is adopted by the Board, are members of the Board (the "Incumbent Board") cease ceasing for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Plan, be considered as a member of the Incumbent Board. Board; (iv) the sale sale, lease, exclusive license or other disposition of all or substantially all all, as determined by the Board, of the consolidated assets of the Company; Company, other than to an entity of which the stockholders of the Company immediately before such sale, lease, exclusive license or other disposition own, directly or indirectly, a majority of the combined voting power of the outstanding voting securities in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or (v) the liquidation, dissolution or winding up of the entity. Company. For the avoidance of doubt, a transaction will not constitute a Corporate Transaction if: (i) its sole purpose is to change the jurisdiction of the Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction View More

Corporate Transaction. A reorganization, merger, amalgamation, scheme of arrangement, exchange offer, consolidation or similar transaction of the Company Parent or any of its subsidiaries Subsidiaries or the sale, transfer or other disposition of all or substantially all of the Company's Parent's Assets.

Corporate Transaction. A reorganization, merger, amalgamation, scheme of arrangement, exchange offer, consolidation or similar transaction of the Company or any of its subsidiaries or the sale, transfer or other disposition of all or substantially all of the Company's Assets.

Corporate Transaction. The occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale, lease, exclusive license, or other disposition of all or substantially all, as determined by the Board in its discretion, of the consolidated assets of the Company and its Subsidiaries; (ii) a sale or other disposition of more than twenty percent (20%) of the outstanding securities of the Company; or (iii) a merger, consolidation, reorganization, or similar... transaction, whether or not the Company is the surviving corporation View More

Corporate Transaction. The occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale, lease, exclusive lease or license, or other disposition of all or substantially all, as determined by the Board in its discretion, Board, of the consolidated assets of the Company and its Subsidiaries; (ii) a sale or other disposition of at least thirty percent (30%) of the outstanding securities of the Company; or (iii) a merger, consolidation, reorganization,... consolidation or similar transaction, transaction whether or not the Company is the surviving corporation Company View More

Corporate Transaction. Means a merger, consolidation, or sale of all or substantially all of the Company's assets or the acquisition of all of the outstanding voting stock of the Company (or similar transaction) in a single transaction or a series of related transactions by a single entity other than a transaction merely to merely change the state of incorporation.

Corporate Transaction. Means a merger, consolidation, or sale of all or substantially all of the Company's assets or the acquisition of all of the outstanding voting stock of the Company (or similar transaction) in a single transaction or a series of related transactions by a single entity other than a transaction merely to merely change the state of incorporation.

Corporate Transaction. Means the Company is consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially all of the Company's assets or the acquisition of all of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a single entity entity, other than a transaction to merely change the state of incorporation.

Corporate Transaction. The consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a transfer of all or substantially all of the Company's assets; (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person; or (iii) the consummation of a transaction, or series of related transactions, in which any "person" 'person' (as such term is used in... Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" 'beneficial owner' (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company's then outstanding capital stock stock. View More

Corporate Transaction. The consummation, in a single transaction or in a series of related transactions, Means the occurrence of any one or more of the following events: (i) a transfer of all or substantially all of the Company's assets; (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person; or (iii) the consummation of a transaction, or series of related transactions, in which any "person" (as such term is... used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company's then outstanding capital stock stock; or (iv) a Change in Control. View More

Corporate Transaction. A sale of all or substantially all of the Company's Corporation's assets, or a merger, consolidation or other capital reorganization of the Company Corporation with or into another corporation, or any other transaction or series of related transactions in which the Company's stockholders Corporation's shareholders immediately prior thereto own less than 50% of the voting stock of the Company Corporation (or its successor or parent) immediately thereafter