Change in Corporate Control means any of the following events:
(i) The acquisition in one or more transactions, including any merger or consolidation, of more than sixty six and two thirds (66.67%) of the Company’s outstanding Common Shares (or the equivalent in voting power of any class or classes of securities of the Company entitled to vote in elections of trustees) by any company, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended);
(ii) Any transfer or sale of substantially all of the assets of the Company, or any merger or consolidation of the Company into or with another Company in which the Company is not the surviving entity; or
(iii) During any period of 24 consecutive months ending after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Company ceasing for any reason to constitute at least a majority of the board of directors of the Company unless the appointment of the new directors is approved by a majority of the then board of directors. Provided, however, that no event shall constitute a Change in Corporate Control unless such event is also a “change in ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, as determined in accordance with Section 409A of the Code, and the regulations and guidance issued thereunder.
Change in Corporate Control means (a) the time of approval by the shareholders of the Company of (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Stock would be converted into cash, securities or other property, other than a merger in which the holders of Stock immediately prior to the merger will have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, (ii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, or (iii) adoption of any plan or proposal for the liquidation or dissolution of the Company; or (b) the date on which any "person" (as defined in Section 13(d) of the Securities Exchange Act of 1934), other than the Company or a subsidiary or employee benefit plan or trust maintained by the Company or any of its subsidiaries, shall become (together with its "affiliates" and "associates," as defined in Rule 12b-2 under the Securities Exchange Act of 1934) the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of more than 25% of the Stock outstanding at the time, without the prior approval of the Board of Directors of the Company.
Change in Corporate Control shall have the same meaning as set forth in Section 11.1(a) of the Parent Member’s 2022 Long Term Incentive Plan (the “Equity Plan”) and Section 11.1(c) of the Equity Plan. In addition, in order to qualify as a “Change in Corporate Control”, an event must also meet the requirements for a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” with the meaning of Treas. Reg. §1.409A-3(i)(5).
Examples of Change in Corporate Control in a sentence
Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control.
In the event of a Change in Corporate Control, all outstanding awards granted to the Executive under the Plan (including restricted stock units, options and other awards) in effect shall become fully vested and, in the case of options, exercisable in whole or in part, notwithstanding the terms of the Plan relating to the vesting of awards.
The covenant against competition herein described shall apply until the termination of the Executive’s employment as provided herein and until the earlier of (i) six months after such termination or (ii) a Change in Corporate Control (the “Restriction Period”).
If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations.
Upon a Change in Corporate Control, each outstanding Option shall immediately become fully exercisable.
More Definitions of Change in Corporate Control
Change in Corporate Control means a “change in ownership or effective control” in respect of the Corporation within the meaning of Section 409A of the Code.
Change in Corporate Control means:
Change in Corporate Control shall have the meaning set forth in the Participant’s Employment Agreement. To the extent that there is a conflict between the definition set forth in the Participant’s Employment Agreement and the definition set forth in the Plan, the definition of “Change in Corporate Control” set forth in the Participant’s Employment Agreement shall control.
Change in Corporate Control means the occurrence of any of the following:
1. The consummation of a merger or consolidation of the Parent Corporation or the Corporation with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who are not part of the same controlled group of the Parent Corporation immediately prior to such merger, consolidation or other reorganization, and who directly or indirectly in the aggregate owned less than 25% of the Parent Corporation’s or the Corporation’s, as the case may be, combined voting power represented by the Parent Corporation’s or the Corporation’s, as the case may be, outstanding securities immediately prior to such merger, consolidation or other reorganization;
2. The sale, transfer or other disposition of all or substantially all of the Parent Corporation’s or the Corporation’s assets;
3. A change in the composition of the Board of Directors of the Parent Corporation (the “Parent Board”) over a period of 24 consecutive months or less such that a majority of the members of the Parent Board (rounded up to the next whole number) cease, by reason of one or more proxy contests for the election of directors, to be comprised of individuals who either (i) have been directors continuously since the beginning of such period or (ii) have been elected, or nominated for election, as directors during such period by at least a majority of the directors described in clause (i) who were still in office at the time such election or nomination was approved by the Parent Board;
4. The stockholders of the Parent Corporation approve the dissolution or liquidation of the Parent Corporation or the commencement by or against the Parent Corporation of a case under the federal bankruptcy laws or any other proceeding under any other laws relating to bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor relief or there is an involuntary dissolution of the Parent Corporation; or
5. Any transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (“Exchange Act”)), directly or indirectly, of securities of the Parent Corporation or the Corporation representing at least 50% of the total voting power represented by the Parent Corporation’s or the Corporation’s, as the c...
Change in Corporate Control shall include any of the following events:
Change in Corporate Control shall have the meaning set forth in the Corporation’s 2016 Long-Term Incentive Plan.
Change in Corporate Control shall have the meaning set forth in that certain Agreement for Termination Benefits in the Event of a Change in Corporate Control between the Corporation and the Executive, dated (the “Change in Corporate Control Agreement”).