Parent Change in Control shall have the meaning set forth in Section 4.02(h)(i).
Parent Change in Control means the occurrence of any one person or more than one person acting as a group acquiring beneficial ownership of Parent’s common stock that, together with stock previously held by such person of group, constitutes more than 50% of the total fair market value or more than 50% of the total voting power of Parent,
Parent Change in Control means, as of any date, with respect to NS Parent or Chatham REIT, as applicable:
Examples of Parent Change in Control in a sentence
Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors.
More Definitions of Parent Change in Control
Parent Change in Control has the meaning set forth in Section 8.06(b) hereto.
Parent Change in Control means the sale, transfer or other disposition, in one or more transactions, to a third party of all or a majority of the capital stock or assets of Parent.
Parent Change in Control shall instead mean a “change in the ownership or effective control” of Parent or “in the ownership of a substantial portion of the assets” of Parent within the meaning of Section 409A(a)(2)(A)(v) of the Code and the regulations and guidance issued thereunder, but only to the extent this substitute definition is necessary in order for the payments to comply with the requirements prescribed by Section 409A.
Parent Change in Control means (i) a reorganization, merger, consolidation, stock sale or other corporate transaction involving Parent, in each case, with respect to which the stockholders of Parent immediately prior to such transaction do not own, immediately after the transaction, at least fifty percent (50%) of the combined voting power of Parent or other such successor entity resulting from such transaction or (ii) a sale, liquidation, distribution or other disposition of all or substantially all of the assets of Parent.
Parent Change in Control means: (i) the consummation of a merger or consolidation of Parent with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of Parent immediately prior to such merger, consolidation or other reorganization; (ii) the sale, transfer or other disposition of all or substantially all of Parent’s assets; (iii) individuals who as of the date the Parent Board first consists of at least seven members constitute the Parent Board (the “ Original Directors ”) cease for any reason to constitute at least a majority of the Parent Board; provided, however, that any individual who becomes a director of Parent subsequent to the date the Parent Board first consists of at least seven members shall be considered an Original Director if the individual’s election or nomination for election to the Parent Board was approved by a vote of at least a majority of the Original Directors; but, provided further that any such individual whose initial assumption of office is in connection with an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Parent Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation will not be considered an Original Director;(iv) a transaction as a result of which any person or company obtains the ownership directly or indirectly of the shares in Parent carrying more than fifty percent (50%) of the total voting power represented by Parent’s issued share capital in pursuance of a compromise or arrangement sanctioned by the court under Section 453 of the Irish Companies Act 2014, or becomes bound or entitled to acquire ordinary shares in Parent under Section 457 of the Irish Companies Act 2014; (v) any transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Parent, representing at least fifty percent (50%) of the total voting power represented by the Parent’s then outstanding voting securities (e.g., issued shares). The term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (A) a trustee or other fiduciary holding se...
Parent Change in Control has the meaning set forth in Section 8.06(b) hereto. “Parent Contractor” means each individual independent contractor or consultant (other than a Lithium Contractor) of any member of the Parent Group, or solely for purposes of Article VIII, any non-employee director of the Parent Board. “Parent Employee” means each individual who, as of the Separation Effective Time, is (a) not a Lithium Employee and (b) either (i) actively employed by any member of the Parent Group or (ii) (x) an inactive employee (including any employee on short- or long-term disability leave or other authorized leave of absence) or (y) a former employee, in each case, of any member of the Parent Group. 5 #90914078v33
Parent Change in Control means the happening of any of the following events: