Definition of Limited Change in Control


Limited Change in Control means a Change in Control resulting from (A) the consummation of a merger or consolidation of MedEquities with any other entity or the issuance of voting securities in connection with a merger or consolidation of MedEquities or the Operating Partnership, other than (I) a merger or consolidation which would result in the voting securities of MedEquities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of MedEquities or such surviving or parent entity outstanding immediately after such merger or consolidation or (II) a merger or consolidation effected to implement a recapitalization of MedEquities (or similar transaction) in which no person (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of securities of MedEquities representing 50% or more of either of the then outstanding shares of common stock or the combined voting power of MedEquities then outstanding voting securities; or (B) the consummation of the sale or disposition by MedEquities of all or substantially all of MedEquities assets (or any transaction or series of transactions within a period of twelve months ending on the date of the last sale or disposition having a similar effect).

Examples of Limited Change in Control in a sentence

Notwithstanding the foregoing, other than for purposes of the existence of Deemed Good Reason (as defined in Section 4(c)(i)), a Change in Control shall be deemed to have occurred on the date when the Designated Investors together with the senior management of the Company (as determined by the Designated Investors) cease to beneficially own at least thirty percent (30%) or more of the combined voting power of the securities of the Company (a Limited Change in Control).
No Duplication of Benefits This Plan is the only severance pay plan, program or policy of the Company and supersedes all other severance plans, programs, policies, understandings and agreements, express or implied, written or oral, other than the SunEdison Semiconductor Limited Change in Control Severance Plan and any individual severance arrangement specifically provided for in a written employment agreement between you and the Company.
The term Limited Change in Control of the Company shall mean, and shall be deemed to have occurred on, the date the Company shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis whereby at least fifty percent (50%) but not more than eighty percent (80%) of the total voting power of the surviving corporation is represented by shares held by former shareholders of the Company immediately prior to such merger or consolidation.
The term Termination shall mean a termination of Employees employment with the Company for any reason other than Cause or Voluntary Resignation which takes place (i) within two (2) years following the date of a Change in Control which occurs for any reason other than a Limited Change in Control or (ii) within one (1) year following the date of a Limited Change in Control.
The Employment Period shall be immediately and without further action extended for a term of three (3) years following the effective date of the Change in Control and will expire at 12:00 oclock midnight on the last day of the month following three (3) years after the Change in Control; provided, however, that if the Change in Control is solely on account of a Limited Change in Control, the Employment Period shall be extended for two (2) years following the effective date of the Limited Change in Control.