Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.
Change of Control of the Company means a change in ownership or control of the Company effected through any of the following transactions: (a) a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; (b) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets; or (c) the closing of any transaction or series of transactions to which any Person or any group of Persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the Exchange Act becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 or the Exchange Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of the Company’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of transactions, whether such transaction involves a directly issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s existing stockholders.
Change of Control of the Company means a transaction or a series of transactions whereby directly or indirectly:
Examples of Change of Control of the Company in a sentence
The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change of Control and any incidental matters relating thereto.
No benefits will be payable under the terms of this Agreement unless a Change of Control of the Company has occurred.
This Agreement contains the understanding between the parties hereto with respect to severance benefits in connection with a Change of Control of the Company and supersedes any prior such agreement between the Company (or any predecessor of the Company) and you.
If there is any discrepancy or conflict between this Agreement and any plan, policy and program of the Company regarding any term or condition of severance benefits in connection with a Change of Control of the Company, the language of this Agreement shall govern.
In addition, in the event of a Change of Control of the Company, the provisions of Section 16 of the Plan shall apply.
More Definitions of Change of Control of the Company
Change of Control of the Company means (a) the sale of all or substantially all of the assets of the Company in a transaction or series of transactions, (b) any transaction or series of transactions in which an unaffiliated third party acquires all or substantially all the issued and outstanding capital stock of the Company, or (c) any merger, consolidation or reorganization to which the Company is a party, except for a merger, consolidation or reorganization in which, after giving effect to such merger, consolidation or reorganization, the stockholders holding a majority of the outstanding voting power of the Company immediately prior to the merger, consolidation or reorganization of the Company have at least a majority of the outstanding voting power of the surviving entity after the merger, consolidation or reorganization.
Change of Control of the Company means the occurrence of a transaction or series of transactions, either alone or in combination with any other events or transactions, as a result of which:
Change of Control of the Company means any of the following:
Change of Control of the Company means (i) a merger, consolidation, share exchange or similar transaction of the Company with or into another entity in which the Company shall not be the surviving entity other than a transaction undertaken in order to reincorporate in another state or a transaction undertaken with Team or any of its Subsidiaries (for purposes thereof, the Company shall not be deemed the surviving entity in any such transaction if, as the result thereof, it becomes a wholly-owned subsidiary of another entity unless such entity is Team or any of its Subsidiaries); (ii) any sale of all or substantially all of the assets of the Company to an entity other than Team or any of its Subsidiaries; (iii) the complete liquidation of the Company; or (iv) the acquisition of “beneficial ownership” (as defined in Rule 13d-3 under the Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities by any “person,” as such term is used in Sections 13(d) and 14(d) of the Act, other than Team or Quest, any trustee or other fiduciary holding securities under an employee benefit plan of Team, the Company or Quest, or any entity owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company; provided, however, that in no event shall a Change of Control include any transaction following which the former shareholders of the Company continue to represent 50% or more of the combined voting power of the Company’s then outstanding securities, in substantially the same proportions as prior to the transaction.
Change of Control of the Company means any of the following: -------------------------------- (i) a merger, consolidation or other business combination or transaction to which the Company is a party if the shares of Voting Stock of the Company outstanding immediately prior to the effective date of such merger, consolidation or other business combination or transaction do not represent (or the shares of Voting Stock into which they are converted or exchanged pursuant to such merger, consolidation or other business combination or transaction do not represent) 50% or more of the Total Current Voting Power of the surviving corporation (or its parent corporation) following such merger, consolidation or other business combination or transaction; (ii) an acquisition by any Person (other than the Restricted Parties and their Affiliates or any 13D Group of which any of them is a member) of Beneficial Ownership of Voting Stock of the Company representing 30% or more of the Total Current Voting Power of the Company following such acquisition, (iii) a sale of all or substantially all the consolidated assets of the Company to any Person or Persons (other than Restricted Parties and their Affiliates or any 13D Group of which any of them is a member); or (iv) a liquidation or dissolution of the Company.