A Change in Control. Shall be deemed to have occurred if (A) any Person (other than (i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or 2 any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) any Person who is as of the date hereof the Beneficial Owner of 20% or more of the total
... voting power of the Company) is or becomes, after the date of this Agreement, the Beneficial Owner of 20% or more of the total voting power of the Company, (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (C) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 50% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, or (D) there is 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 14 promulgated under the Securities Act of 1934, as amended, as in effect on the date hereof.
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A Change in Control.
Shall shall be deemed to have occurred if
(A) (i) any
Person "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than
(i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
2 any Subsidiary a corporation owned directly or
any trustee of or fiduciary with respect to any such... plan when acting in such capacity, or (iii) any Person who is as indirectly by the stockholders of the date hereof Company in substantially the Beneficial Owner same proportions as their ownership of 20% stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power of represented by the Company) is Company's then outstanding Voting Securities, or becomes, after the date of this Agreement, the Beneficial Owner of 20% or more of the total voting power of the Company, (B) (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose (provided such 1 director's election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, approved), cease for any reason to constitute a majority thereof, (C) of the Board, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation entity in which would result in the capital stock Voting Securities of the Company outstanding immediately prior thereto continuing would not continue to represent (either by remaining outstanding or by being converted into capital stock Voting Securities of the surviving entity) at least 50% 70% of the total voting power represented by the capital stock Voting Securities of the Company or such surviving entity outstanding, outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets, or (D) there is 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 14 promulgated under the Securities Act of 1934, as amended, as in effect on the date hereof. assets.
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A Change in Control.
Shall shall be deemed to have occurred if (A) any Person (other than (i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or
2 any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) any Person who is as of the date hereof the Beneficial Owner of 20% or more of the total voting power of the
Company) Voting Shares) is or becomes, after the date of this
... Agreement, the Beneficial Owner of 20% or more of the total voting power of the Company, Voting Shares, (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders shareholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (C) the stockholders shareholders of the Company approve a merger or consolidation business combination of the Company with any other corporation, other than a merger or consolidation business combination which would result in the capital stock Voting Shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock Voting Shares of the surviving entity) at least 50% 80% of the total voting power represented by the capital stock Voting Shares of the Company or such surviving entity outstanding, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an 2 agreement for the sale or of disposition by the Company of all or substantially all of the Company's assets, or (D) there is 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 14 promulgated under the Securities Act of 1934, as amended, as in effect on the date hereof. assets.
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A Change in Control.
Shall shall be deemed to have occurred if
(A) (i) any
Person "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than
(i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
2 a corporation owned directly or indirectly by the stockholders of the Company in substantially the... same proportions as their ownership of stock of the Company, and other than any Subsidiary person holding shares of the Company on the date that the Company first registers under the Act or any trustee transferee of such individual if such transferee is a spouse or fiduciary with respect to any such plan when acting in such capacity, or (iii) any Person who is as lineal descendant of the date hereof transferee or a trust for the Beneficial Owner benefit of 20% the individual, his or her spouse or lineal descendants), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power of represented by the Company) is or becomes, after the date of this Agreement, the Beneficial Owner of 20% or more of the total voting power of the Company, (B) Company's then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (C) of the Board, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation which that would result in the capital stock Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock Voting Securities of the surviving entity) at least 50% 80% of the total voting power represented by the capital stock Voting Securities of the Company or such surviving entity outstanding, outstanding immediately after such merger or consolidation or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets, or (D) there is 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 14 promulgated under the Securities Act of 1934, as amended, as in effect on the date hereof. assets.
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A Change in Control.
Shall shall be deemed to
have occurred if (A) any Person (other than (i) occur upon the
Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or 2 any Subsidiary or any trustee of or fiduciary with respect earliest to
any such plan when acting in such capacity, or (iii) any Person who is as of the date hereof the Beneficial Owner of 20% or more of the total voting power of the Company) is or becomes, occur after the
... date of this Agreement, Agreement of any of the following events: (i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner Owner, directly or indirectly, of 20% securities of the Company representing twenty percent (20%) or more of the total combined voting power of the Company, (B) during Company's then outstanding securities; (ii) Change in Board of Directors. During any period of two (2) consecutive years, individuals years (not including any period prior to the execution of this Agreement), individuals, who at the beginning of such period constitute the Board of Directors of the Company Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Company approve members of the Board; (iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation which would result in the capital stock voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into capital stock voting securities of the surviving entity) more than 50.1% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least 50% a majority of the total voting power represented by the capital stock board of the Company directors or other governing body of such surviving entity outstanding, or entity; (iv) Liquidation. The approval by the stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company's assets, assets; or (D) there is a change in control 2 (v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, as in effect on (as defined below), whether or not the date hereof. Company is then subject to such reporting requirement.
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A Change in Control.
Shall shall be deemed to
have occurred if (A) any Person (other than (i) occur upon the
Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or 2 any Subsidiary or any trustee of or fiduciary with respect earliest to
any such plan when acting in such capacity, or (iii) any Person who is as of the date hereof the Beneficial Owner of 20% or more of the total voting power of the Company) is or becomes, occur after the
... date of this Agreement, the Beneficial Owner Agreement of 20% or more any of the total voting power following events: (i) Change in Board of the Company, (B) during Directors. During any period of two (2) consecutive years, years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (the "Board"), and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(ii) or 2(b)(iii)) whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority thereof, (C) the stockholders of the Company approve members of the Board; (ii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation which would result in the capital stock voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into capital stock voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least 50% a majority of the total voting power represented by the capital stock board of the Company directors or other governing body of such surviving entity outstanding, or entity; (iii) Liquidation. The approval by the stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, or (D) there is a change in control assets; and (iv) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, as in effect on (as defined below), whether or not the date hereof. Company is then subject to such reporting requirement.
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A Change in Control.
Shall shall be deemed to have occurred if (A) any Person (other than (i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or
2 any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) any Person who is as of the date
hereof and time of this Agreement the Beneficial Owner of 20% or more of the total voting power of the
Company) Voting Shares) is or
... becomes, after the date of this Agreement, the Beneficial Owner of 20% or more of the total voting power of the Company, Voting Shares, (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (C) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the capital stock Voting Shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock Voting Shares of the surviving entity) at least 50% 80% of the total voting power represented by the capital stock Voting Shares of the Company or such surviving entity outstanding, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, or (D) there is 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 14 promulgated under the Securities Act of 1934, as amended, as in effect on the date hereof. assets. 2
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A Change in Control.
Shall shall be deemed to have occurred if (A) any Person (other than (i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or
2 any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) any Person who is as of the date
hereof and time of this Agreement the Beneficial Owner of 20% or more of the total voting power of the
Company) Voting Shares) is or
... becomes, after the date of this Agreement, the Beneficial Owner of 20% or more of the total voting power of the Company, Voting Shares, (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (C) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a 2 merger or consolidation which would result in the capital stock Voting Shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock Voting Shares of the surviving entity) at least 50% 80% of the total voting power represented by the capital stock Voting Shares of the Company or such surviving entity outstanding, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, or (D) there is 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 14 promulgated under the Securities Act of 1934, as amended, as in effect on the date hereof. assets.
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A Change in Control.
Shall shall be deemed to
have occurred if (A) any Person (other than (i) occur upon the
Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or 2 any Subsidiary or any trustee of or fiduciary with respect earliest to
any such plan when acting in such capacity, or (iii) any Person who is as of the date hereof the Beneficial Owner of 20% or more of the total voting power of the Company) is or becomes, occur after the
... date of this Agreement, Agreement of any of the following events: (i) Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner Owner, directly or indirectly, of 20% securities of the Company representing fifteen percent (20%) or more of the total combined voting power of the Company, (B) during Company's then outstanding securities unless the change in relative Beneficial Ownership of the Company's securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors; (ii) Change in Board. During any period of two (2) consecutive years, years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company Board, and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Company approve members of the Board; (iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation which would result in the capital stock voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into capital stock voting securities of the surviving entity) more than fifty-one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least 50% a majority of the total voting power represented by the capital stock Board or other governing body of the Company or such surviving entity outstanding, or entity; (iv) Liquidation. The approval by the stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, or (D) there is a change in control assets; and (v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities Act of 1934, as amended, as in effect on Exchange Act, whether or not the date hereof. Company is then subject to such reporting requirement.
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A Change in Control.
Shall shall be deemed to
have occurred if (A) any Person (other than (i) occur upon the
Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or 2 any Subsidiary or any trustee of or fiduciary with respect earliest to
any such plan when acting in such capacity, or (iii) any Person who is as of the date hereof the Beneficial Owner of 20% or more of the total voting power of the Company) is or becomes, occur after the
... date of this Agreement, Agreement of any of the following events: (i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner Owner, directly or indirectly, of 20% securities of the Company representing twenty percent (20%) or more of the total combined voting power of the Company, (B) during Company's then outstanding securities; (ii) Change in Board of Directors. During any period of two (2) consecutive years, years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or 2 nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Company approve members of the Board; (iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation which would result in the capital stock voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into capital stock voting securities of the surviving entity) more than 50.1% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least 50% a majority of the total voting power represented by the capital stock board of the Company directors or other governing body of such surviving entity outstanding, or entity; (iv) Liquidation. The approval by the stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company's assets, assets; or (D) there is a change in control (v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, as in effect on (as defined below), whether or not the date hereof. Company is then subject to such reporting requirement.
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A Change in Control.
Shall shall be deemed to have occurred if (A) any Person (other than
(i) (a) the Company or any
Subsidiary, (ii) subsidiary, or (b) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or
2 any
Subsidiary subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such
capacity, or (iii) any Person who is as of the date hereof the Beneficial Owner of 20% or more of the total voting power of the Company) capacity) is or
... becomes, after the date of this Agreement, the Beneficial Owner Owners of 20% 30% or more of the total voting power of the Company, Voting Shares, (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (C) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the capital stock Voting Shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock Voting Shares of the surviving entity) at least 50% 75% of the total voting power represented by the capital stock Voting Shares of the Company or such surviving entity outstanding, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, or (D) there is 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 14 promulgated under the Securities Act of 1934, as amended, as in effect on the date hereof. assets.
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