Definition of Definition of Change in Control. A Change in Control


Definition of Change in Control. A Change in Control means the first to occur of any of the following: (A) any person (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the Exchange Act)) (other than persons who are owners of the Company on the Effective Date or its affiliates or permitted transferees) becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of interests in the Company representing more than 50% of the voting power of the then outstanding interests in the Company; provided that a Change in Control shall not be deemed to occur as a result of a change of ownership resulting from the death of an owner, and a Change in Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another company and in which the owners of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, interests entitling such owners to more than 50% of all votes to which all owners of the parent company would be entitled in the election of members (without consideration of the rights of any class of membership interests to elect members by a separate class vote); or (B) the consummation of (i) a merger or consolidation of the Company with another company where the owners of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, membership interests (or other equity instruments) entitling such persons to more than 50% of all votes to which all owners of the surviving company would be entitled in the election of members (without consideration of the rights of any class of membership interests to elect members by a separate class vote); (ii) a sale or other disposition of all or substantially all of the assets of the Company; or (iii) a liquidation or dissolution of the Company; or (C) during any 12-month period, a majority of the members of the Companys Board is replaced by individuals whose appointment or election is not endorsed by a majority of the members of the Companys Board immediately prior to the date of appointment or election.

Examples of Definition of Change in Control. A Change in Control in a sentence

Definition of Change in Control A "Change in Control" of the Company shall have occurred if at any time during the Term any of the following events shall occur: (A) The Board at any time shall fail to include a majority of Directors who are either "Original Directors" or "Approved Directors".