Amendment to Definition of Change in Control Sample Clauses

The "Amendment to Definition of Change in Control" clause modifies the standard definition of what constitutes a change in control within an agreement. This clause may adjust the criteria or thresholds for events such as mergers, acquisitions, or significant shifts in ownership that trigger certain contractual rights or obligations. By refining the definition, the clause ensures that only specific, intended transactions or changes in ownership structure will activate related provisions, thereby providing clarity and preventing unintended consequences.
Amendment to Definition of Change in Control. The third paragraph of Section 5(d) of the Agreement is amended to read in its entirety as follows: "For purposes of this Agreement, a "Change in Control" shall be deemed to occur on the occurrence of any of the following events: (1) The acquisition by an entity, person or group (including any Affiliates or Associates of such entity, person or group) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of capital stock of the Company entitled to exercise more than 50% of the outstanding voting power of all capital stock of the Company entitled to vote in elections of directors ("Voting Power); (2) The effective time of (I) a merger or consolidation of the Company with one or more other corporations as a result of which the holders of the outstanding Voting Power of the Company immediately prior to such merger or consolidation (other than the surviving or resulting corporation or any Affiliate or Associate thereof) hold less than 50% of the Voting Power of the surviving or resulting corporation, or (II) the sale, lease, transfer, license, conveyance or other disposition through one transaction or a series of related transactions of a Substantial Portion of the Property of the Company other to an entity of which the Company owns at lease an 50% of the Voting Power, or the last of any series of transfers that results in such conveyance, or (III) a transfer of a majority of the Voting Power, other than to an entity of which the company owns at least 50% of the Voting Power. The term "Substantial Portion" means 75% or more of the aggregate book value of the assets of the Company and its Affiliates and Associates (for purposes of subparagraphs d(l) and d(2), the terms "affiliates" and "associates" shall have the same meanings as those terms are defined in Section 12b-2 under the Securities and Exchange Act of 1934); or
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Amendment to Definition of Change in Control. Clause (e) of the definition of “Change in Control” contained in Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
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Amendment to Definition of Change in Control. The definition of the term “Change in Control” in Section 2 of the Plan is amended in its entirety so as to read as follows:
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Amendment to Definition of Change in Control. Section 1.1 of the Credit Agreement is hereby amended to delete subpart (b) of the definition of “Change in Control” therefrom and to insert in place thereof the following new subpart (b):
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Amendment to Definition of Change in Control. The Employment Agreement is hereby amended by inserting the following at the end of the definition of “Change in Control” in section 1.1 of the Employment Agreement: “; provided that the transactions contemplated under the purchase agreement dated March 1, 2007 between the Corporation, JLL Partners Fund V, L.P., including the payment of any paid-in-kind dividends paid by the Corporation in respect of the Class I Preferred Shares, Series C issued thereunder, shall not be or shall be deemed not to constitute a Change in Control”.
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Related to Amendment to Definition of Change in Control

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:

  • Definition of Change of Control For purposes of this Agreement, “Change of Control” shall mean:

  • Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.

  • Amendment to Definitions In Section 1.1, amendments are made to the definitions, as follows:

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events: