Change in Control A Change in Control. Means and shall be deemed to have occurred for purposes of this Agreement if and when any of the following occur: (i) PlainsCapital is merged or consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than fifty-one percent (51%) of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the
... holders of voting securities of Employer immediately prior to such transaction; (ii) PlainsCapital sells all or substantially all of its assets to any other corporation or other legal person, with the exception that it will not be deemed to be a Change in Control if PlainsCapital sells assets to an entity that, immediately prior to such sale, held fifty-one percent (51%) of the combined voting power of the then-outstanding voting securities in common with PlainsCapital; (iii) During any period of two (2) consecutive years, individuals who at the beginning of any such period constitute the Directors of PlainsCapital cease for any reason to constitute at least a majority thereof unless the election or the nomination for election by PlainsCapital's shareholders, of each Director of PlainsCapital first elected during such period was approved by a vote of at least two-thirds ( 2/3) of the Directors of PlainsCapital then still in office who were Directors of PlainsCapital at the beginning of any such period; or (iv) any "person" or "group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of PlainsCapital (or any entity which controls PlainsCapital), including by way of merger, consolidation, tender or exchange offer or otherwise.
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