Friendly Change in Control definition

Friendly Change in Control means a Change in Control that has been approved by the affirmative vote of a majority of the Continuing Directors.
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Friendly Change in Control means a transaction approved by (i) a majority of the members of the Board of Directors who have been in office for at least twelve (12) months or (ii) a Board whose majority consists of members in office twelve months, plus members who were recommended or elected by a majority of incumbent directors.
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Friendly Change in Control shall be deemed to occur when (a) a Change in Control occurs and the Employee acts in conjunction with other persons or entities and constitutes part of the "person" (as defined above) which becomes the beneficial owner, directly or indirectly, of the securities described in Section 15(a)(i), or acts in furtherance of the objectives of such "person" or (b) the transactions contemplated in that certain Merger Agreement among the Employer, The Fresh Juice Company of Florida, Inc., Clear Springs Citrus, Inc., Briax Xxxxx xxx The Bogen Group, L.L.C. are consummated.
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Examples of Friendly Change in Control in a sentence

  • A Change in Control (as defined below) is friendly if a majority of Company's then existing Board of Directors supports such Change in Control ("Friendly Change in Control").

  • Notwithstanding anything herein to the contrary, in the event that a Friendly Change in Control of Company occurs, Company shall have the right to terminate this Agreement by paying Executive 200% of the Compensation (as defined below), which he would have received if this Agreement had not been terminated.

  • Notwithstanding anything herein to the contrary, in the event that a Friendly Change in Control of Company occurs, Company shall have the right to terminate this Agreement by paying Executive 300% of the Compensation (as defined below).

  • In the event of a Change in Control Event other than a Friendly Change in Control Event, the CEO may deem the Change in Control Event to be a Friendly Change in Control Event for purposes of this Section 9.2 by providing the Executive with a written notice to such effect.

  • In the event of a Friendly Change in Control, Executive shall be eligible for a Transaction Bonus as set forth in this Section, provided that no Transaction Bonus shall be payable.

  • Upon a Friendly Change in Control Event (i) all amounts or benefits, and all stock options or other equity based awards, in which the Executive is not yet vested shall become fully vested, and (ii) the Executive shall have ninety (90) days after the occurrence of the event to terminate his employment.

  • In the event of a Friendly Change in Control and the termination of Executive's employment on or before the second anniversary of such Friendly Change in Control 1) by the Company, other than for Good Cause or 2) by Executive for Good Reason: (i) Within 10 days of Executive's termination the Company shall pay to Executive a lump sum amount equal to the product of (a) two, multiplied by (b) the Severance Amount.


More Definitions of Friendly Change in Control

Friendly Change in Control means any Change in Control which is not a Hostile Change in Control.
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Friendly Change in Control means a Change in Control under Section 4 or an Anticipated Change in Control under Section 5 if the transaction under Section 4(a) or 4(b) is approved by a majority of the members of the Board of Directors who have been in office for at least twelve (12) months prior to voting on said termination. A "Friendly Change in Control" shall also mean a Change in Control under Section 4 or an Anticipated Change in Control under Section 5 if under Section 4(c) a majority of the Board of Directors consists of (i) incumbent members of the Board of Directors in office prior to the start of such twelve-month period, plus (ii) new members who were recommended or appointed by a majority of the incumbent Directors in office immediately prior to the addition of such new members to the Board of Directors.
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Friendly Change in Control shall also mean a Change in Control under Section 4 or an Anticipated Change in Control under Section 5 if under Section 4(c) a majority of the Board of Directors consists of (i) incumbent members of the Board of Directors in office prior to the start of such twelve-month period, plus (ii) new members who were recommended or appointed by a majority of the incumbent Directors in office immediately prior to the addition of such new members to the Board of Directors.
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Related to Friendly Change in Control

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change in Control means the occurrence of any of the following events:

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control Date means the date on which a Change in Control occurs.

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Potential Change in Control means the occurrence of any of the following events:

  • Change in Control Event means any of the following:

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Change in Control of the Company means the occurrence of any of the following events:

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Change in Control Termination means that while this Agreement is in effect:

  • Change of Control means the occurrence of any of the following:

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control, or (iii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change in Control of the Corporation means a change in control 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 Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation 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.

  • Control Event Defined. “Control Event” means:

  • Change in Control Protection Period means the period beginning on the date of the consummation of the Change in Control and ending on the first anniversary of such Change in Control.

  • Change in condition means a change in physical condition of the employee as well as any change

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change in Management will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

  • Potential Change of Control shall be deemed to have occurred if: