Change In Control Definition Example

Change In Control. Any of the following, unless the Administrator provides otherwise: i. any merger or consolidation (other than a merger or consolidation in which 50% of the voting power of the voting securities of the surviving entity is controlled by the shareholders of the Company immediately prior to the transaction) in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Common Stock in... substantially the same proportions as immediately prior to such transaction), ii. the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary), iii. the acquisition of beneficial ownership of a controlling interest (including, without limitation, power to vote) the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), iv. the dissolution or liquidation of the Company, or v. a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board View More