Change in Control of Parent means a “change in Control” under Sections 10.1 or 10.2 in Parent’s Share Award Plan 2021 (as the same may be amended from time to time), but only to the extent such Change in Control of Parent is also a “change in control event” within the meaning of Section 409A of the Code and the regulations promulgated thereunder.
Change in Control of Parent means “Change in Control” as that term is defined in Parent’s equity incentive plan.
Change in Control of Parent means any transaction or series of related transactions following the Effective Time involving: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent, pursuant to which the stockholders of Parent immediately prior to such transaction hold equity interests representing less than 50% of the voting power of the equity interests of the surviving or resulting entity issued and outstanding immediately following such transaction, or (ii) the acquisition by any person or 13D Group, directly or indirectly, of shares of Voting Stock (including by way of a tender offer or an exchange offer, or a share issuance by Parent) representing in excess of 50% of the voting power of the then outstanding shares of Voting Stock of Parent.
Examples of Change in Control of Parent in a sentence
During the Calculation Period, Parent shall take commercially reasonable efforts for Parent to remain listed as a public company on, and for the Parent Class A Common Stock to be listed on and tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control of Parent.
For purposes of clarification, the Parties acknowledge and agree that Section 7 of the Employment Agreement will apply to any equity awards granted on or following the Effective Date, including, but not limited to, the Equity Awards, and such equity awards will fully vest upon a Change in Control of Parent that occurs following the Effective Date (provided that a distribution of shares of Parent stock by InterMedia Partners VII, L.P. to its investors will not constitute a Change in Control of Parent).
Upon the consummation of any Change in Control of Parent during the Calculation Period, other than as set forth in Section 3(c), Parent shall have no further obligations pursuant to this Section 3(d).
Further, the Parties acknowledge and agree that if Executive is terminated within twelve (12) months following the Effective Date and/or within three (3) months prior or twelve (12) months following a Change in Control of Parent, Executive will be entitled to severance benefits pursuant to Section 9(b) of the Employment Agreement.
The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is on or within twelve (12) months after the occurrence of the first event constituting a Change in Control of Parent (such period, the “Change in Control Period”).
More Definitions of Change in Control of Parent
Change in Control of Parent means and shall be deemed to occur if any of the following events occur:
(i) Any person, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this purpose, Parent or its subsidiaries, or any employee stock ownership or other employee benefit plan of Parent or its subsidiaries) ("EXCHANGE ACT PERSON") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of Parent's then outstanding voting securities entitled to vote generally in the election of directors; or
(ii) Individuals who, as of the date hereof, constitute the Board of Directors of Parent (the "INCUMBENT Board") cease for any reason to constitute at least a majority of the Board of Directors of Parent, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Parent's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such person were a member of the Incumbent Board; or (iii) Consummation by Parent of the sale or other disposition by Parent of all or substantially all of Parent's assets or a merger, consolidation or other reorganization of Parent with any other person, corporation or other entity, other than:
Change in Control of Parent means the occurrence of any of the following events subsequent to the date of this Agreement: (i) the acquisition of control of the Parent or the Bank as defined in the Change in Bank Control Act of 1978, as amended, 12 U.S.C. § 1842(3), or any successor to such sections; (ii) an event that would be required to be reported in response to Item 1.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Exchange Act, or any successor thereto, whether or not any class of securities of the Parent is registered under the Exchange Act; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Parent, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent representing 25% or more of the combined voting power of the Parent’s then outstanding securities; (iv) the sale or other disposition of all or substantially all of the assets of the Parent or the transfer by the Parent of greater than 25% of the voting securities of the Parent; or (v) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Parent cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of the period. For purposes of clarification, notwithstanding the foregoing, a “Change in Control of Parent” shall not be deemed to have occurred under this Agreement if a majority of the directors of Parent at the time of execution of this Agreement continue to serve as directors of Parent at the completion of the transaction in question.
Change in Control of Parent means the occurrence of any of the following after the Effective Date:
Change in Control of Parent means “Change in Control” as that term is defined in Parent’s equity incentive plan, to be adopted on or following the date of Parent’s formation.
Change in Control of Parent means (a) the acquisition of Parent by another entity or any transaction or series of related transactions in which the Parent's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions (by virtue of securities issued in such transaction or series of related transactions) fail to hold at least 50% of the voting power of the resulting or surviving corporation following such transaction or series of related transactions; or (b) a sale of all or substantially all of the assets of Parent.
Change in Control of Parent means a transaction within clauses (1), (2) or (3) of the definition of an Acquisition Proposal (except that references in the definition of “Acquisition Proposal” to “25%” shall be replaced with “50%” and references to “Company” and the “Company Subsidiaries” shall be replaced with “Parent” and “Parent Subsidiaries”, respectively);
Change in Control of Parent means the occurrence of any of the following: (i) there shall have occurred a change in control of Parent of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act whether or not Parent is then subject to such reporting requirement, (ii) any merger or consolidation of Parent in which Parent is not the continuing or surviving corporation or pursuant to which shares of Parent's Common Stock would be converted into cash, securities or other property, other than a merger of Parent in which the holders of the Parent's Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, (iii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of Parent, or the liquidation or dissolution of Parent, (iv) any tender offer or exchange offer that if consummated would result in any Person beneficially owning equity securities of Parent representing 50% or more of the combined voting power of Parent or (v) a change in the composition of Parent's Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. An "Incumbent Director" is a director who either (A) is a director of Parent as of the date hereof, or (B) is elected, or nominated for election, to the Parent's Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination. For purposes of the preceding, individuals who are elected pursuant to clause (B) also shall be considered Incumbent Directors.