Define: Change in Control
What does "Change in Control" mean? The meaning differs based on the contract. We found 10 definitions across 10 companies in SEC filings.
Definition 1 (AMERICAN INTERNATIONAL GROUP, INC., seen in 1 filing)
Change in Control means shall be deemed to have occurred if any person or group (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof), shall own, directly or indirectly, beneficially or of record, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company.
Source: AMERICAN INTERNATIONAL GROUP, INC. 10-Q
Definition 2 (DANAHER CORP /DE/, seen in 1 filing)
Change in Control means a change in ownership or effective control of a corporation.
Source: DANAHER CORP /DE/ 10-K
Definition 3 (BOSTON SCIENTIFIC CORP, seen in 1 filing)
Change in Control means events which qualify as a change in the ownership of a corporation within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v), or a change in the ownership of a substantial portion of the assets of a corporation within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii) (for Awards subject to Code Section 409A).
Source: BOSTON SCIENTIFIC CORP 10-K
Definition 4 (ALLSTATE CORP, seen in 1 filing)
Change in Control means that (i) any person (as such term is used in Sections 13(d) and 14(d) the Exchange Act but excluding any profit sharing or pension plan operated for the benefit of employees of the Company or its Affiliates), is or becomes the beneficial owner (as defined in Rules 13d 3 and 13d 5 under the Exchange Act, except that a person shall be deemed to have beneficial ownership of all shares that such person has the right to acquire without condition (other than the passage of time) whether such rights are exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the common stock of the Company on a fully diluted basis, (ii) Persons ( Existing Directors ) who are directors of the Company on the Agreement Date plus Persons ( Nominated Directors ) nominated or approved by Persons who constitute at least a majority of the.
Source: ALLSTATE CORP 10-K
Definition 5 (NVIDIA CORP, seen in 1 filing)
Change in Control means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Source: NVIDIA CORP 10-Q
Definition 6 (CrowdStrike Holdings, Inc., seen in 1 filing)
Change in Control means (i) a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any Person or Group directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company s securities outstanding immediately after such acquisition and pursuant to which the Investors cease to control the Board; or (ii) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person or Group.
Source: CrowdStrike Holdings, Inc. S-1
Definition 7 (CrowdStrike Holdings, Inc., seen in 1 filing)
Change in Control means (i) a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of shares to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any Person or Group directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act )) of securities of the Company, possessing more than fifty percent (50%) of the total combined voting power of the Company s securities outstanding immediately after such acquisition and pursuant to which the Investors (as defined in the Plan) and stockholder immediately prior to the transaction cease to control the Board; or (ii) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person or Group.
Source: CrowdStrike Holdings, Inc. S-1
Definition 8 (EXELON CORP, seen in 1 filing)
Change in Control means the acquisition of ownership, directly or indirectly beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower.
Source: EXELON CORP 10-K
Definition 9 (Bloom Energy Corp, seen in 1 filing)
Change in Control means the occurrence of either of the following events: (i) The consummation of the sale or disposition by the Company of all or substantially all of the Company s assets; or (ii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
Source: Bloom Energy Corp S-1
Definition 10 (Diamondback Energy, Inc., seen in 1 filing)
Change in Control means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than the Permitted Holders, of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower.
Source: Diamondback Energy, Inc. 8-K
Data extracted from 12 SEC EDGAR filings across 10 companies. Source: Material contracts (Exhibit 10) filed under Regulation S-K.
This page presents definitions found in actual SEC filings for informational purposes. The specific definition appropriate for your contract may vary based on jurisdiction, industry, and specific circumstances. Consult with a qualified attorney for legal advice.