Change In Control Definition Example with 191 Variations
This page contains an example definition of Change In Control, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Change In Control. Shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said... Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least 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 (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that 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) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders 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.View More
Change In Control. Shall be deemed to have occurred if (i) upon any of the following events: (I) any "person" (as such as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act (other than (A) the Company or any of 1934, as amended), other than a its Affiliates, (B) any trustee or other fiduciary holding securities under an any employee benefit plan of the Company or a corporation owned any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of those... securities, (D) an entity owned, directly or indirectly indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of shares of stock of the Company, is (E) FlexEnergy Power Solutions, LLC, or becomes the "Beneficial Owner" (F) any direct or indirect "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, the Exchange Act) of securities of the Company representing 20% more than 10% or more of the total voting power represented of the equity securities of FlexEnergy Power Solutions, LLC as of January 1, 2021) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the Company's total voting power of the then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) voting securities of the directors then still in office who either were directors at Company; (II) the beginning consummation of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% 50% of the total voting power represented by the Voting Securities voting securities of the Company or such the surviving entity outstanding immediately after such the merger or consolidation, consolidation; or (III) the shareholders consummation 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. Additionally, the issuance of securities by the Company in a financing transaction approved by the Board shall not be deemed or deemed to cause or result in a "change in control". View More
Change In Control. Shall be deemed to have occurred if (i) any "person" person (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act) or persons acting together in a manner which would constitute such persons a "group" for purposes of Section 13(d) of the Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in... substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" acquires and "beneficially owns" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more at least 50% of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during then-outstanding voting securities; provided, however, that for purposes of this clause (i), the following acquisitions shall not constitute a Change in Control: (1) any period of two consecutive years, individuals who at acquisition directly from the beginning of such period constitute the Board and Company, (2) any new director whose election acquisition by the Board Company, General Electric Company or nomination for election any of their Affiliates, or (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company's shareholders was approved by a vote Company or any of at least two-thirds (2/3) its Affiliates; (ii) the consummation 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 (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% 50% of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, consolidation; or the shareholders of the Company approve (iii) there is consummated 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. assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. 2 Notwithstanding the foregoing, any direct or indirect spin-off, split-off or similar transaction involving Company securities by any stockholder of the Company to its stockholders, including pursuant to a Permitted Spin Transaction (as defined in the Amended & Restated Operating Agreement of Newco LLC), shall not constitute a Change in Control. With respect to an Award that is subject to Section 409A and for which payment or settlement of the Award will accelerate upon a Change in Control, no event set forth herein will constitute a Change in Control for purposes of the Plan unless such event also constitutes a "change in ownership," "change in effective control," or "change in the ownership of a substantial portion of the Company's assets" as defined under Section 409A View More
Change In Control. Shall be deemed to have occurred if except as otherwise defined in an applicable Option Agreement, the occurrence of any of the following events: (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), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions... as their ownership of stock of the Company, is or Act) becomes the "Beneficial Owner" 'beneficial owner' (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 20% fifty percent (50%) or more of the total voting power represented by the Company's or the Bank's then outstanding Voting Securities, voting securities; (ii) the consummation of the sale, lease, transfer or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election disposition by the Board Company or nomination for election by the Company's shareholders was approved by a vote Bank of at least two-thirds (2/3) all or substantially all 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 (iii) the shareholders assets of the Company approve or the Bank to any third party; (iii) the complete liquidation or dissolution of the Company or the Bank; or (iv) the consummation of a merger or consolidation of the Company or the Bank with any other corporation, other than a merger or consolidation that would result in the Voting Securities voting securities of the Company or the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or the Bank, or such surviving entity or its parent outstanding immediately after such merger or consolidation, but excluding any series of transactions that the Administrator reasonably determines shall not be a Change in Control. Notwithstanding this Section 2(f) to the contrary, a transaction shall not constitute a Change in Control if: (A) its sole purpose is to change the legal jurisdiction of the Company's or the shareholders of Bank's incorporation or to create a holding company that will be owned in substantially the Company approve a plan of complete liquidation same proportions by the persons who held the securities of the Company or an agreement the Bank immediately before such transaction; (B) the primary purpose of the transaction is to raise capital for the sale Company's or disposition by the Company (in one transaction Bank's operations and business activities, including, without limitation, an initial public offering of Shares under the Securities Act or a series of transactions) of all other Applicable Law; or substantially all (C) the purpose of the Company's assets. transaction is to effectuate the implementation of an employee stock ownership plan, as such term is used under the Code View More
Change In Control. Shall be deemed to have occurred if For purposes of this Agreement, "Change in Control" means: the occurrence of any one or more of the following events: (i) any "person" (as such term is used in Sections person (within the meaning of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the... Company in substantially the same proportions as their ownership of stock of the Company, is or amended) becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), owner, directly or indirectly, of securities of the Company representing 20% or more than 50% of the total combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) during any period securities (other than in connection with a transaction involving the issuance of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election securities by the Board Company the principal purpose of which is to raise capital for the Company); (ii) there is consummated a merger, consolidation or nomination for election by similar transaction to which the Company's shareholders was approved by Company is a vote of at least two-thirds (2/3) of party and 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 (iii) the shareholders 4. stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining do not own outstanding or by being converted into Voting Securities voting securities representing more than 50% of the combined outstanding voting power of the surviving entity) at least 80% entity immediately following such merger, consolidation or similar transaction or more than 50% of the total combined outstanding voting power represented by the Voting Securities of the Company or such parent of the surviving entity outstanding immediately after following such merger merger, consolidation or consolidation, similar transaction; or the shareholders of the Company approve (iii) there is consummated a plan of complete liquidation of the Company sale, lease exclusive license or an agreement for the sale or other disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets of the Company (and any of its subsidiaries), other than a sale, lease or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries) to an entity more than 50% of the combined voting power of which is owned immediately following such disposition by the stockholders of the Company immediately prior thereto. For the avoidance of doubt, a reincorporation of the Company shall not be deemed a Change of Control. View More
Change In Control. Shall be deemed to have occurred if means the occurrence of any of the following events after the Effective Date: (i) The acquisition (other than by an Excluded Person), directly or indirectly, in one or more transactions, by any "person" (as such term is used in Sections person or by any group of persons, within the meaning of Section 13(d) and or 14(d) of the Securities Exchange Act Act, of 1934, as amended), beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of more... than fifty percent (50%) of either the outstanding shares of common stock or the combined voting power of the Company's outstanding voting securities entitled to vote generally, whether or not the acquisition was previously approved by the existing directors, other than an acquisition that complies with clause (x) and (y) of paragraph (ii); (ii) Consummation of a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least 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 (iii) the shareholders of the Company approve a merger reorganization, merger, or consolidation of the Company with any other corporation, other than a merger or consolidation that 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) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets unless, immediately following such event, (x) all or substantially all of the stockholders of the Company immediately prior to such event own, directly or indirectly, more than fifty percent (50%) of the then outstanding voting securities of the resulting corporation (including without limitation, a corporation which as a result of such event owns the Company or all or substantially all of the Company's assets either directly or indirectly through one or more subsidiaries) and (y) the securities of the surviving or resulting corporation received or retained by the stockholders of the Company are publicly traded; (iii) Approval by the stockholders of the complete liquidation or dissolution of the Company; or (iv) A change in the composition of a majority of the directors on the Company's Board of Directors within 12 months if not approved by a majority of the pre-existing directors. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Change In Control. Shall be deemed to have occurred if the occurrence of any of the following after the date of this Agreement: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of... the Company, Exempt Person) is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), beneficial owner of Voting Stock (not including any securities acquired directly or indirectly, of securities of from the Company after the date the Plan first became effective) representing 20% 40% or more of the total combined voting power represented by of the Voting Stock then outstanding; provided, however, that a Change in Control will not be deemed to occur under this clause (a) if a Person becomes the beneficial owner of Voting Stock representing 40% or more of the combined voting power of the Voting Stock then outstanding solely as a result of a reduction in the number of shares of Voting Stock outstanding which results from the Company's repurchase of Voting Stock, unless and until such time as that Person or any Affiliate or Associate of that Person purchases or otherwise becomes the beneficial owner of additional shares of Voting Stock constituting 1% or more of the combined voting power of the Voting Stock then outstanding, or any other Person (or Persons) who is (or collectively are) the beneficial owner of shares of Voting Stock constituting 1% or more of the combined voting power of the Voting Stock then outstanding becomes an Affiliate or Associate of that Person, unless, in either such case, that Person, together with all its Affiliates and Associates, is not then the beneficial owner of Voting Securities, Stock representing 40% or more of the Voting Stock then outstanding; or (ii) during the following individuals cease for any period reason to constitute a majority of two consecutive years, the number of Directors then serving on the Company's Board: (1) individuals who at on the beginning of such period date the Plan first became effective constitute the Board Board; and (2) any new director Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a majority vote of at least two-thirds (2/3) of the directors Directors then still in office who either were directors at Directors on the beginning of date the period Plan first became effective or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, approved or recommended; or (iii) the shareholders of the Company approve there is consummated a merger or consolidation of the Company or any parent or direct or indirect subsidiary of the Company with or into any other corporation, other than than: (1) a merger or consolidation that would result which results in the Voting Securities of the Company Stock outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or any parent thereof) at least 80% 50% of the total combined voting power represented by of the Voting Securities securities which entitle the holder thereof to vote generally in the election of members of the Board or similar governing body of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, consolidation; or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Exempt Person) is or becomes the beneficial owner of Voting Stock (not including, for purposes of this determination, any Voting Stock acquired directly from the Company or its subsidiaries after the date the Plan first became effective other than in connection with the acquisition by the Company or one of its subsidiaries of a business) representing 40% or more of the combined voting power of the Voting Stock then outstanding; or (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company Company, or there is consummated 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. assets, unless (1) the sale is to an entity of which at least 50% of the combined voting power of the securities which entitle the holder thereof to vote generally in the election of members of the board of directors or similar governing body of such entity (New Entity Securities) are owned by shareholders of the Company in substantially the same proportions as their ownership of the Voting Stock immediately prior to such sale; (2) no Person other than the Company and any employee benefit plan or related trust of the Company or of such corporation then beneficially owns 40% or more of the New Entity Securities; and (3) at least a majority of the directors of such corporation were members of the incumbent Board at the time of the execution of the initial agreement or action providing for such disposition. View More
Change In Control. Shall means a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act (as in effect on the date the Plan is adopted by the Board), whether or not the Company is then subject to such reporting requirement; provided, that, without limitation, a Change in Control shall be deemed to have occurred if (i) if: (a) any "person" (as such term is used defined in Sections 13(d) and... 14(d) of the Securities Exchange Act of 1934, as amended), Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, Exempt Person (an "Acquiring Person") is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% forty percent (40%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities, other than either in connection with a transaction or (ii) during any period series of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election related transactions approved by the Board (which Board must include at least a majority who were Continuing Directors and which transaction or nomination for election by the Company's shareholders was series of related transactions must have been approved by a vote of at least two-thirds (2/3) majority of the directors then still in office who either were directors at Continuing Directors) or as the beginning result of the period reduction in the number of issued and outstanding Shares pursuant to a transaction or whose election series of related transactions approved by the Board. (b) any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than an Exempt Person commences, or nomination for election was previously so approved, publicly announces an intent to commence, a tender or exchange offer, the consummation of which would result in such person becoming the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company's then outstanding securities; (c) there shall cease for any reason to constitute be a majority thereof, of the Board comprised of Continuing Directors; or (iii) (d) (i) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities more than eighty percent (80%) of the surviving entity) at least 80% combined voting power of the total voting power represented by the Voting Securities securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) the shareholders 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. View More
Change In Control. Shall shall be deemed to have occurred if if, on or after the date of this Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of... the Company, is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company's then outstanding Voting Securities, or Securities (as defined below), (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds 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 (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation that 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) at least 80% eighty percent (80%) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the shareholders 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 (in one transaction or a series of related transactions) of all or substantially all of the Company's assets. View More
Change In Control. Shall be deemed to have occurred if shall mean the occurrence, after the Corporation's initial public offering, of any of the following: (i) Both (A) any "person" (as defined below) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing at least twenty percent (20%) of the total voting power represented by the Corporation's then outstanding voting securities and (B) the beneficial ownership by... such person of securities representing such percentage is not approved by a majority of the "Continuing Directors" (as defined below); (ii) Any "person" is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing at least fifty percent (50%) of the total voting power represented by the Corporation's then outstanding voting securities; (iii) A change in the composition of the Board of Directors occurs, as a result of which fewer than two-thirds of the incumbent directors are directors (the "Continuing Directors") who either (A) had been directors of the Corporation on the "look-back date" (as defined below) (the "Original Directors") or (B) were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority in the aggregate of the Original Directors who were still in office at the time of the election or nomination and directors whose election or nomination was previously so approved; (iv) The stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, if such merger or consolidation would result in the voting securities of the Corporation outstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (v) The stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets. For purposes of Subsections (i) and (ii) above, the term is "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Act, but shall exclude (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company Corporation or of a parent or subsidiary of the Corporation or (y) a corporation owned directly or indirectly by the shareholders stockholders of the Company Corporation in substantially the same proportions as their ownership of the common stock of the Company, is Corporation. For purposes of Subsection (iii) above, the term "look-back date" shall mean the later of (x) the date first written above in the preamble to this Agreement or becomes (y) the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities date 24 months prior to the date of the Company representing 20% or more event that may constitute a "Change in Control." Any other provision of this Section 17(b) notwithstanding, the term "Change in Control" shall not include a transaction, if undertaken at the election of the total voting power represented by Corporation, the Company's then outstanding Voting Securities, or (ii) during any period result of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least 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 11 which is to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that 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) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders 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 sell all or substantially all of the Company's assets. assets of the Corporation to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the stockholders of the Corporation immediately following such transaction in substantially the same proportions as their ownership of the Corporation's common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement. View More
Change In Control. Shall A "Change in Control" shall be deemed to have occurred if (i) occur upon the earliest to occur after the date of this Agreement of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act following events: (i) Acquisition of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly Stock by the shareholders of the Company in substantially the... same proportions as their ownership of stock of the Company, Third Party. Any Person (as defined below) is or becomes the "Beneficial Owner" Beneficial Owner (as defined in Rule 13d-3 under said Act), below), directly or indirectly, of securities of the Company representing 20% fifteen percent (15%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (ii) during Change in Board Composition. During any period of two 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 Company's board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the Board board of directors or nomination for election by the Company's shareholders stockholders was approved by a vote of at least 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, or (iii) the shareholders of the Company approve members of the Company's board of directors; (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 that which would result in the Voting Securities 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 Voting Securities voting securities of the surviving entity) at least 80% more than 50% of the total combined voting power represented by the Voting Securities of the Company or such voting securities of the surviving entity outstanding immediately after such merger or consolidation, consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) Liquidation. The approval by the shareholders 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 (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets; and (v) Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement. View More
