A "CHANGE IN CONTROL definition

A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.
A "CHANGE IN CONTROL means the occurrence of any of the following: (i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and 14(d) thereof), excluding the Company, any Affiliates (as hereinafter defined) of the Company, or any employee benefit plan sponsored or maintained by the Company or its Affiliates (including any trustee of any such plan acting in his capacity as trustee), becoming the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company's then outstanding securities; (ii) the merger, consolidation or other business combination of the Company (a "Transaction"), other than a Transaction involving only the Company's Affiliates or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; (iii) during any period of three (3) consecutive years beginning on or after the date hereof, the persons who were members of the Board of Directors of the Company (the "Board") immediately before the beginning of such period (the "Incumbent Directors") ceasing (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or any
A "CHANGE IN CONTROL means: a change of control of the ----------------- Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that without limitation, a Change in Control shall be deemed to have occurred if:

Examples of A "CHANGE IN CONTROL in a sentence

  • OBLIGATIONS OF NWL UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL.

  • WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON AFTER A CHANGE IN CONTROL.

  • NO BENEFITS WILL BE PAYABLE UNDER THIS AGREEMENT UNLESS A CHANGE IN CONTROL OCCURS.

  • AFTER A CHANGE IN CONTROL, IN THE EVENT EMPLOYEE PREVAILS IN WHOLE OR IN PART IN SUCH PROCEEDING, THE COMPANY SHALL PAY EMPLOYEE'S REASONABLE FEES AND EXPENSES INCURRED IN CONNECTION WITH SUCH DISPUTE OR CONTROVERSY (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) AND ALL COSTS OF THE ARBITRATION.

  • POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VFVF has entered into Change-in-Control Agreements with the named executive officers.


More Definitions of A "CHANGE IN CONTROL

A "CHANGE IN CONTROL means:
A "CHANGE IN CONTROL shall be deemed to have occurred if (i) any person or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act, as amended) shall acquire beneficial ownership of more than 30% of any outstanding class of Voting Shares of TXU unless such acquisition shall have been approved prior to such acquisition date by a majority of Disinterested Directors of TXU or (ii) during any period of 12 consecutive months, a majority of the members of the board of directors of TXU cease to be composed of individuals (A) who were members of board of directors of TXU on the first day of such period, (B) whose election or nomination to the board of directors of TXU was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the board of directors of TXU or (C) whose election or nomination to the board of directors of TXU was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of the board of directors of TXU.
A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 8.2. EFFECT OF CHANGE IN CONTROL ON OPTION. In the event of a Change in Control, the Optionee shall be credited with an additional two (2) years of Service as of the date ten (10) days prior to the date of the Change in Control, solely for purposes of determining the Vested Ratio. Any exercise or vesting of the Option that was permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Change in Control. In addition, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and 8 38 obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. For purposes of this Section 8.2, the Option shall be deemed assumed if, following the Change in Control, the Option confers the right to purchase in accordance with its terms and conditions, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Stock on the effective date of the Change in Control was entitled. The Opt...
A "CHANGE IN CONTROL shall be deemed to have occurred if (a) any person or group of persons shall have acquired beneficial ownership of more than 50% of the outstanding Voting Shares of the Company (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder), or (b) during any period of 12 consecutive months, commencing before or after the date of this Agreement, individuals who on the first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Company.
A "CHANGE IN CONTROL means the occurrence of any of the following:
A "CHANGE IN CONTROL means the occurrence of any of the following events:
A "CHANGE IN CONTROL shall be deemed to have occurred if (a) any person or group of related persons (other than TUC, any Subsidiary of TUC, or any pension, savings or other employee benefit plan for the benefit of employees of TUC and/or any Subsidiary of TUC) shall have acquired beneficial ownership of more than 30% of the outstanding Voting Shares of TUC (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder); provided that a Change in Control shall not be deemed to have occurred if such acquisition has been approved, prior to the Acquisition Date and the date on which any tender offer for Voting Shares of TUC was commenced, by a majority of the Disinterested Directors of TUC, or (a) during any period of 12 consecutive months, commencing before or after the date of this Agreement, individuals who on the first day of such period were directors of TUC (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of TUC.