Change in Control Event

Example Definitions of "Change in Control Event"
Change in Control Event. Any of the following: (i) The dissolution or liquidation of the Company, other than in the context of a transaction that does not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, or other reorganization, with or into, or the sale of all or substantially all of the Company's business and/or assets as an entirety to, one or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result of the Business... Combination at least 50% of the outstanding securities voting generally in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders of the Company immediately before the Business Combination; and (B) at least 50% of the members of the board of directors of the entity resulting from the Business Combination were members of the Board at the time of the execution of the initial agreement or of the action of the Board approving the Business Combination. The shareholders before and after the Business Combination shall be determined on the presumptions that (x) there is no change in the record ownership of the Company's securities from the record date for such approval until the consummation of the Business Combination; and (y) record owners of securities of the Company hold no securities of the other parties to such reorganization. (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than an Excluded Person, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities entitled to then vote generally in the election of Directors of the Company, other than as a result of (A) an acquisition directly from the Company, (B) an acquisition by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Successor Entity, or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so approved), but excluding, for this purpose, any such individual whose initial assumption of office occurs 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. View More
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Change in Control Event. Any Shall mean the occurrence of one or more of the following: following events: (i) The dissolution the acquisition by an individual, entity or liquidation group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Company, other than Securities Exchange Act of 1934, and amended (the 'Exchange Act')) (a 'Specified Person') of beneficial ownership of any capital stock of the Company if, after such acquisition, such Specified Person beneficially owns (within the meaning of Rule 13d-3 under... the Exchange Act) 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 context election of a transaction directors (the 'Outstanding Company Voting Securities'); provided, however, that does for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, Event: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or other reorganization, with exchange of any security exercisable for, convertible into or into, exchangeable for common stock or the sale of all or substantially all voting securities of the Company's business and/or assets as Company, unless the Specified Person exercising, converting or exchanging such security acquired such security directly from the Company or an entirety to, one underwriter or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result agent of the Company) or (II) any acquisition by any corporation pursuant to a Business Combination at least 50% (as defined below) which complies with clauses (x) and (y) of the outstanding securities voting generally subsection (iii) of this definition; or (ii) a change in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders of the Company immediately before the Business Combination; and (B) at least 50% of the members of the board of directors of the entity resulting from the Business Combination were members 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 date of the initial adoption of the Plan by the Board 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 the execution of the initial agreement such nomination or of the action of election or whose election to the Board approving the Business Combination. The shareholders before and after the Business Combination shall be determined on the presumptions that (x) there is no change in the record ownership of the Company's securities from the record date for such approval until the consummation of the Business Combination; and (y) record owners of securities of the Company hold no securities of the other parties to such reorganization. (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than an Excluded Person, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly was recommended or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities entitled to then vote generally in the election of Directors of the Company, other than as a result of (A) an acquisition directly from the Company, (B) an acquisition endorsed by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Successor Entity, or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters of the Board members then still in office directors who were Board members Continuing Directors at the beginning time of such period (including for these purposes, new members whose election nomination or nomination was so approved), but excluding, for election; provided, however, that there shall be excluded from this purpose, clause (y) any such individual whose initial assumption of office occurs 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 consents, by or on behalf of a person other than the Board. 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 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 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 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 Specified 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, 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. 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Change in Control Event. Any of the following: (i) The dissolution or liquidation following, provided that such event constitutes a 'change in control event' within the meaning of Section 409A of the Company, other than Code: (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, as amended (the 'Exchange Act')) (a 'Person') of beneficial ownership of any capital stock of the Company after the date hereof if, after such... acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) 50% or more of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the context election of a transaction directors (the 'Outstanding Company Voting Securities'); provided, however, that does for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, Event: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or other reorganization, with exchange of any security exercisable for, convertible into or into, or the sale of all or substantially all of the Company's business and/or assets as an entirety to, one or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result of the Business Combination at least 50% of the outstanding securities voting generally in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders exchangeable for Common Stock, class B common stock, par value $0.001 per share of the Company immediately before the Business Combination; and (B) at least 50% of the members of the board of directors of the entity resulting from the Business Combination were members of the Board at the time of the execution of the initial agreement ('Class B Common Stock') or of the action of the Board approving the Business Combination. The shareholders before and after the Business Combination shall be determined on the presumptions that (x) there is no change in the record ownership of the Company's securities from the record date for such approval until the consummation of the Business Combination; and (y) record owners of other voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company hold no securities or an underwriter or agent of the other parties Company), (II) any acquisition by any corporation pursuant to such reorganization. a Business Combination (as defined in paragraph 2(b)(iii) below) which complies with clauses (x) and (y) of subsection (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of this definition, (III) any transfer by Michael J. Saylor or any of his affiliates (within the meaning of Rule 12b-2 of the Exchange Act), other than Act) (the 'MS Affiliates') to Michael J. Saylor or any MS Affiliate or (IV) any acquisition by Michael J. Saylor or any MS Affiliate not pursuant to a Business Combination, except for an Excluded Person, becomes acquisition that results in any of the beneficial owner (as defined effects described in paragraph (a)(3)(ii)(B) of Rule 13d-3 13e-3 under the Exchange Act), directly Act (or any successor provision) with respect to the Common Stock; or indirectly, of securities of (ii) on any date after Michael J. Saylor and the Company representing MS Affiliates cease to own in the aggregate more than 50% of the combined voting power of the Company's then outstanding securities entitled to then vote generally Outstanding Company Voting Securities (the 'Applicable Date'), there is a change in the election of Directors composition of the Company, other than as a result board of (A) an acquisition directly from the Company, (B) an acquisition by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or (the 'Board') that results in the Continuing Directors (as defined below) no longer constituting a Successor Entity, or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning majority of such period constituted the Board cease (or, if applicable, the board of directors of a successor corporation to constitute 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 date immediately prior to the Applicable Date or (y) who was nominated or elected subsequent to the Applicable Date by at least a majority thereof, unless of the election, directors who were Continuing Directors at the time of such nomination or election or whose election to the nomination for election Board was recommended or endorsed by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters a majority of the Board members then still in office directors who were Board members Continuing Directors at the beginning time of such period (including for these purposes, new members whose election nomination or nomination was so approved), but excluding, for election; provided, however, that there shall be excluded from this purpose, clause (y) any such individual whose initial assumption of office occurs 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 consents, by or on behalf of a person other than the Board. 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 conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding shares of the Common Stock and Class B Common Stock and any other Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of 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 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 Common Stock, Class B Common Stock and such other Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding Michael J. Saylor or any MS Affiliate, any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation or any Person who beneficially owned, directly or indirectly, 50% or more of the combined voting power of the Outstanding Company Voting Securities prior to the Business Combination) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; provided, however, that for the avoidance of doubt, the consummation of any Business Combination that results in any of the effects described in paragraph (a)(3)(ii)(B) of Rule 13e-3 under the Exchange Act (or any successor provision) with respect to the Common Stock shall be deemed not to satisfy the condition set forth in clause (x). View More
Change in Control Event. Any of the following: (i) The dissolution or liquidation following, provided that such event constitutes a 'change in control event' within the meaning of Section 409A of the Company, other than Code: (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, as amended (the 'Exchange Act')) (a 'Person') of beneficial ownership of any capital stock of the Company after the date hereof if, after such... acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) 50% or more of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the context election of a transaction directors (the 'Outstanding Company Voting Securities'); provided, however, that does for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event under clause (ii) below. (ii) A merger, consolidation, Event: (I) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or other reorganization, with exchange of any security exercisable for, convertible into or into, or the sale of all or substantially all of the Company's business and/or assets as an entirety to, one or more entities that are not Subsidiaries or other affiliates (a "Business Combination"), unless (A) as a result of the Business Combination at least 50% of the outstanding securities voting generally in the election of directors of the surviving or resulting entity or a Parent thereof (the "Successor Entity") immediately after the reorganization are, or will be, owned, directly or indirectly, by shareholders exchangeable for Common Stock, class B common stock, par value $0.001 per share of the Company immediately before the Business Combination; and (B) at least 50% of the members of the board of directors of the entity resulting from the Business Combination were members of the Board at the time of the execution of the initial agreement ('Class B Common Stock') or of the action of the Board approving the Business Combination. The shareholders before and after the Business Combination shall be determined on the presumptions that (x) there is no change in the record ownership of the Company's securities from the record date for such approval until the consummation of the Business Combination; and (y) record owners of other voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company hold no securities or an underwriter or agent of the other parties Company), (II) any acquisition by any corporation pursuant to such reorganization. a Business Combination (as defined in paragraph 2(b)(iii) below) which complies with clauses (x) and (y) of subsection (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of this definition, (III) any transfer by Michael J. Saylor or any of his affiliates (within the meaning of Rule 12b-2 of the Exchange Act), other than Act) (the 'MS Affiliates') to Michael J. Saylor or any MS Affiliate or (IV) any acquisition by Michael J. Saylor or any MS Affiliate not pursuant to a Business Combination, except for an Excluded Person, becomes acquisition that results in any of the beneficial owner (as defined effects described in paragraph (a)(3)(ii)(B) of Rule 13d-3 13e-3 under the Exchange Act), directly Act (or any successor provision) with respect to the Common Stock; or indirectly, of securities of (ii) on any date after Michael J. Saylor and the Company representing MS Affiliates cease to own in the aggregate more than 50% of the combined voting power of the Company's then outstanding securities entitled to then vote generally Outstanding Company Voting Securities (the 'Applicable Date'), there is a change in the election of Directors composition of the Company, other than as a result board of (A) an acquisition directly from the Company, (B) an acquisition by the Company, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or (the 'Board') that results in the Continuing Directors (as defined below) no longer constituting a Successor Entity, or an acquisition by any entity pursuant to a transaction which is expressly excluded under clause (ii) above. (iv) During any period not longer than twelve consecutive months, individuals who at the beginning majority of such period constituted the Board cease (or, if applicable, the board of directors of a successor corporation to constitute 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 date immediately prior to the Applicable Date or (y) who was nominated or elected subsequent to the Applicable Date by at least a majority thereof, unless of the election, directors who were Continuing Directors at the time of such nomination or election or whose election to the nomination for election Board was recommended or endorsed by the Company's shareholders, of each new Board member was approved by a vote of at least three-quarters a majority of the Board members then still in office directors who were Board members Continuing Directors at the beginning time of such period (including for these purposes, new members whose election nomination or nomination was so approved), but excluding, for election; provided, however, that there shall be excluded from this purpose, clause (y) any such individual whose initial assumption of office occurs 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 consents, by or on behalf of a person other than the Board. 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 conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding shares of the Common Stock and Class B Common Stock and any other Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of 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 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 Common Stock, Class B Common Stock and such other Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding Michael J. Saylor or any MS Affiliate, any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation or any Person who beneficially owned, directly or indirectly, 50% or more of the combined voting power of the Outstanding Company Voting Securities prior to the Business Combination) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; provided, however, that for the avoidance of doubt, the consummation of any Business Combination that results in any of the effects described in paragraph (a)(3)(ii)(B) of Rule 13e-3 under the Exchange Act (or any successor provision) with respect to the Common Stock shall be deemed not to satisfy the condition set forth in clause (x). View More
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Change in Control Event. A "Change in Control Event" as defined in the Plan, that also qualifies as a "change in control event" pursuant to Treasury Regulation Section 1.409A-3(i)(5).
Change in Control Event. Any of the following, provided that such event constitutes a 'change in control event' within the meaning of Section 409A of the Code
Change in Control Event. Any of the following events (1) the dissolution or liquidation of either the Company, unless its business is continued by another entity in which holders of the Company's voting securities immediately before the event own, either directly or indirectly, more than 50% of the continuing entity's voting securities immediately after the event; (2) any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of either the Company, unless... its business is continued by another entity in which holders of the Company's voting securities immediately before the event own, either directly or indirectly, more than 50% of the continuing entity's voting securities immediately after the event; (3) any reorganization or merger of the Company, unless the holders of the Company's voting securities immediately before the event own, either directly or indirectly, more than 50% of the continuing or surviving entity's voting securities immediately after the event; (4) an acquisition by any person, entity or group acting in concert of more than 50% of the voting securities of the Company, unless the holders of the Company's voting securities immediately before the event own, either directly or indirectly, more than 50% of the acquirer's voting securities immediately after the acquisition; or (5) a change of one-half or more of the members of the Board of Directors of the Company within a twelve-month period, unless the election or nomination for election by shareholders of new directors within such period constituting a majority of the applicable Board was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the twelve-month period. View More
Change in Control Event. Is defined as set forth in Section 9(c)(1)(b) of the Akamai Technologies, Inc. 2009 Stock Incentive Plan as in effect on the Effective Date, which definition is incorporated herein by reference.
Change in Control Event. The same meaning provided to such term under Section 409A.
Change in Control Event. The occurrence of any of the following events: (a) the consummation of any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Class A Common Stock or Class B Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the shares of the Company's Class A Common Stock and Class B Common Stock immediately prior to the merger... have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; or (b) the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than to a subsidiary or affiliate; or (c) an approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or (d) any action pursuant to which any person (as such term is defined in Section 13(d) of the Exchange Act), corporation or other entity (other than the Company or any benefit plan sponsored by the Company or any of its subsidiaries) shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of shares of capital stock entitled to vote generally for the election of directors of the Company ("Voting Securities") representing more than fifty (50%) percent or more of the combined voting power of the Company's then outstanding Voting Securities (calculated as provided in Rule 13d-3(d) in the case of rights to acquire any such securities), unless, prior to such person so becoming such beneficial owner, the Board shall determine that such person so becoming such beneficial owner shall not constitute a Change in Control Event; or (e) the individuals (A) who, as of the date on which this Plan is first adopted by the Board, constitute the Board (the "Original Directors") and (B) who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two thirds of the Original Directors then still in office (such Directors being called "Additional Original Directors") and (C) who thereafter are elected to the Board and whose election or nomination for election to the Board was approved by a vote of at least two thirds of the Original Directors and Additional Original Directors then still in office, cease for any reason to constitute a majority of the members of the Board View More
Change in Control Event. Means either of the following: (i) sale of substantially all the Company’s assets or (ii) merger, consolidation or reorganization resulting in a change in more than 50% of the board of directors combined with a transfer of majority ownership or equity of the Company.
Change in Control Event. Means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of all or substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are... shareholders or affiliates of the Company at the time the event is approved by the Company's shareholders) owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Company. View More
Change in Control Event. A change in the ownership of FBL, a change in effective control of FBL, or a change in ownership of a substantial portion of the assets of FBL, and includes the exercise of discretion by FBL to terminate this plan and distribute the compensation deferred hereunder within 12 months of the Change in Control Event. A change in the ownership of FBL occurs when a person or group acting in concert acquires ownership of stock of FBL that, together with other stock of FBL held by such person or group,... constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation. A change in effective control of FBL occurs (i) on the date that a person or group acting in concert acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or group) ownership of stock possessing 35% or more of the total voting power of the FBL stock, or (ii) if a majority of FBL's directors are replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the board prior to the date of the appointment or election. A change in the ownership of a substantial portion of FBL's assets occurs on the date that a person, or a group acting in concert, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from FBL that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of FBL immediately prior to such acquisition or acquisitions. In determining if a Change in Control Event has occurred, the committee may rely upon additional material contained in Treasury Notice 2005-1, Guidance Under Section 409A of the Internal Revenue Code ("IRC"), Q&A 11, 12, 13 and 14, and subsequent guidance or regulations issued under Section 409A View More
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