Change In Control Definition Example with 191 Variations

Change In Control. Shall the following and shall be deemed to have occurred occur if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the following events occur (other than as a result of any transaction contemplated by the Securities Purchase Agreement): (i) except as provided by subsection (iii) hereof, the acquisition (other than from the Company) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934, as amended), other than a... trustee (excluding, for this purpose, the Company or other fiduciary holding securities under an its subsidiaries, or any 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 its subsidiaries which acquires beneficial 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 voting securities of the Company representing 20% Company), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or more of either the total then outstanding shares of common stock or the combined voting power represented by of the Company's then outstanding Voting Securities, voting securities entitled to vote generally in the election of directors; or (ii) during any period individuals who, as of two consecutive years, individuals who at the beginning effective date of such period this Agreement, constitute the Board and board of directors (the "Incumbent Board") cease for any new reason to constitute at least a majority of the board of directors, provided that any person becoming a director subsequent to the date hereof whose election by the Board election, or nomination for election by the Company's shareholders stockholders, is or was approved by a vote of at least two-thirds (2/3) a majority of the directors then still in office who either were directors at comprising the beginning of the period or whose Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for election was previously so approved, cease for any reason to constitute purposes of this Agreement, considered as though such person were a majority thereof, member of the Incumbent Board; or (iii) approval by the shareholders stockholders of the Company approve of a reorganization, merger or consolidation with any other person, entity or corporation, other than: (A) 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 persons holding the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities hold more than fifty percent(50%) 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 its successor which are outstanding immediately after such merger or consolidation, consolidation; or the shareholders (B) a merger or consolidation effected to implement a recapitalization of the Company approve (or similar transaction) in which no person acquires forty percent (40%) or more of the combined voting power of the Company's then outstanding voting securities; or (iv) approval by the stockholders of the Company of 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. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred (x) if the "person" is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of the Company's then outstanding voting securities solely in connection with a public offering of the Company's securities or (y) if the "person" is an employee stock ownership plan or other employee benefit plan maintained by the Company that is qualified under the provisions of the Employee Retirement Income Security Act of 1974, as amended. View More

Change In Control. Shall be deemed to have occurred if the happening of any of the following: (i) When any "person" (as 'person,' as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act (other than the Firm; a Subsidiary; David L. Dunkel or his child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), or any trust created for... his benefit during his lifetime, or any combination of 1934, as amended), other than the foregoing; or a trustee or other fiduciary holding securities under an Firm employee benefit plan, including any trustee of such plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions acting as their ownership of stock of the Company, trustee) 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 Firm representing 20% 25 percent or more of the total combined voting power represented by of the Company's Firm's then outstanding Voting Securities, securities; or (ii) during any period individuals who, as of two consecutive years, individuals who at the beginning date of such period this Agreement, constitute the Board and (the 'Incumbent Board') cease for any new reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date of this Agreement whose election by the Board election, or nomination for election by the Company's shareholders shareholders, was approved by a vote of at least two-thirds (2/3) a majority of the directors then still in office who either comprising the Incumbent Board shall be considered as though such individual were directors at the beginning a member of the period Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or whose threatened election contest with respect to the election or nomination for election was previously so approved, cease for any reason to constitute removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a majority thereof, Person other than the Board; or (iii) the shareholders consummation of the Company approve a 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 of the Firm (a 'Business Combination'), in each case, unless, following such Business Combination, (A) all or substantially all of the Persons who were the beneficial owners, respectively, of the Firm's outstanding Common Stock and outstanding voting securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Employer or all or substantially all of the Employer's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Firm's Common Stock and voting securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any Executive benefit plan (or related trust) of the Firm or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) approval by shareholders of a complete liquidation or dissolution of the Firm View More

Change In Control. Shall For purposes of this Agreement, a "Change in Control" shall occur or be deemed to have occurred only if any of the following events occur: (i) any "person" (as "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other amended (the "Exchange Act"), (other than a trustee or other fiduciary holding securities under an the Company, any group of persons which includes you, any employee benefit plan of the Company or a corporation Company, any entity owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions proportion as their ownership of stock of the Company, or any other person owning thirty (30) percent or more of the combined voting power of the company as of the date hereof) 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% in the aggregate thirty percent (30%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, voting securities or more than fifty percent (50%) of the total fair market value of the Company; or (ii) a majority of the members of the Board (as of the date hereof, the "Incumbent Board") is replaced during any 12 month period (except as a result of two consecutive years, individuals who at a transaction with any group of persons which includes you), provided that any person becoming a director subsequent to the beginning of such period constitute the Board and any new director date hereof whose election by the Board election, or nomination for election by the Company's shareholders stockholders, was approved by a vote of at least two-thirds (2/3) a majority of the directors then still in office who either were directors at comprising the beginning of the period or whose Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for election was previously so approved, cease for any reason to constitute purposes of this Agreement, considered as though such person were a majority thereof, member of the Incumbent Board; or (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than (A) 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) at least 80% more than thirty percent (30%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected solely to implement a recapitalization of the shareholders Company (or similar transaction) in which no "person" (as hereinabove defined) increases the percentage held of the combined voting power of the Company's then outstanding securities, or (C) a merger or consolidation with any affiliate of yours; or (iv) the consummation of transactions contemplated by a resolution of the Board whereby any person or persons (except a related person as provided in Section 1.409A-3(i)(5)(vii)(B) of the Treasury Regulations issued under Section 409A) acquire all or substantially all of the assets of the Company, whether in a single transaction or series of transactions during the 12 month period ending on the date of the most recent acquisition by such person or persons; or (v) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale sale, lease, exchange 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 Deemed to have occurred if if: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of Person (other than the Securities Exchange Act of 1934, as amended), other than Company, a trustee or other fiduciary holding securities under an employee benefit plan of the any Company plan, or a corporation owned any company owned, directly or indirectly indirectly, by the shareholders of Company's stockholders immediately prior to the Company occurrence with respect to which... the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company, is or Company) becomes the "Beneficial Owner" (as defined Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 20% 30% or more of the total combined voting power represented by of the Company's or such subsidiary's then outstanding Voting Securities, or securities; (ii) during any period of two consecutive years, 24-month period, individuals who at the beginning of such period constitute the Board 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 clause (i), (iii), or (iv) of this paragraph) whose election by the Board 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 two-year period or whose election or nomination for election was previously so approved, approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority thereof, or of the Board; (iii) the shareholders consummation of the Company approve a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the Company's consolidated assets (a "Significant Subsidiary") with any other corporation, entity, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company and any such Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving or resulting entity) at least more than 80% of the total combined voting power represented by the Voting Securities of the Company surviving or such surviving resulting entity outstanding immediately after such merger or consolidation, consolidation; (iv) the Company's stockholders approve a plan or agreement for the sale or disposition of all or substantially all of the Company's consolidated assets (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the Company's stockholders in substantially the same proportions as their ownership of the Company's common stock immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; (v) 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 company of all or substantially of the Company's assets; (vi) the consummation of a series of transactions) merger, consolidation, reorganization or sale, transfer or other disposition of all or substantially all of the assets of the Company or any Significant Subsidiary that requires, whether pursuant to applicable law or the rules of any stock exchange or quotation system on which the Company's assets. capital stock is then traded or quoted, the approval of any class or series of the Company's shareholders; or (vii) any other event occurs which the Board determines, in its good faith discretion, should be treated as a Change in Control because of its impact or potential impact on Executive's employment with the Company. View More

Change In Control. Shall be deemed to have occurred if shall mean the occurrence 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 Company representing at least twenty percent (20%) of the total voting power represented by the Company's then outstanding voting securities and (B) the beneficial ownership by such person of securities representing such percentage... has not been 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 Company representing at least fifty percent (50%) of the total voting power represented by the Company'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 who either (A) had been directors of the Company 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 (the "continuing directors"); (iv) The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, if such merger or consolidation would result in the voting securities of the Company outstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) fifty percent (50%) or less 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 (v) The stockholders of the Company approve (A) a plan of complete liquidation of the Company or (B) an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. 6 For purposes of Subsection (i) 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 or of a parent or subsidiary of the Company or (y) a corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company, is or becomes Company. For purposes of Subsection (iii) above, the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, term "look-back date" shall mean the later of securities (x) the Effective Date and (y) the date twenty-four (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 Company, 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 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 assets of the Company to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the stockholders of the Company immediately following such transaction in substantially the same proportions as their ownership of the Company's assets. common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement. 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Change In Control. Shall shall be deemed to have occurred if occur upon the earliest to occur after the date of this Agreement of any of the following events: (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, Person is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, 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 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 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 13(b)(i), (b)(iii) or (b)(iv)) whose election by the Board 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 a least a majority thereof, or of the members of the Board; (iii) the shareholders effective date 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 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 fifty-one percent (51%) 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 or other governing body of such surviving entity; 11 (iv) the shareholders 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 (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets; or (v) 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 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. View More

Change In Control. Shall shall be deemed to have occurred if (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 amended (the 'Exchange 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, and other than any... person holding shares of the Company on the date that the Company first registers under the Act or any transferee of such individual if such transferee is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual, his spouse or lineal descendants), is or becomes the "Beneficial Owner" 'beneficial owner' (as defined in Rule 13d-3 13d 3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% 30% 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, of the Board, 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% a majority 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) one or more shareholders agree to directly sell Voting Securities to a 'person' (as such term is used in Section 13(d) and 14(d) of the Exchange Act), who before such sale hold Voting Securities representing less than a majority of the total voting power represented by all of the outstanding Voting Securities of the Company, and who after such sale will hold Voting Securities representing a majority of the total voting power represented by all of the outstanding Voting Securities of the Company, or (v) 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: (i) any "person" Acquiring Person is or becomes the "beneficial owner" (as such term is used defined in Sections 13(d) and 14(d) of Rule 13d-3 under 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), amended (the "Exchange Act")), directly or indirectly, of securities of the Company Corporation representing 20% fifty percent (50%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, Securities of the Corporation; 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) members 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, Incumbent Board cease for any reason to constitute at least a majority thereof, of the Board of Directors of the Corporation; or (iii) after the Corporation has become a reporting Corporation under the Exchange Act, a public announcement is made of a tender or exchange offer by any Acquiring Person for fifty percent or more of the then outstanding Voting Securities of the Corporation, and the Board of Directors of the Corporation approves or fails to oppose that tender or exchange offer in its statements in Schedule 14D-9 under the Exchange Act; or (iv) the shareholders of the Company Corporation approve a merger or consolidation of the Company Corporation with any other corporation, corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Corporation), other than a merger or consolidation that would result in the Voting Securities of the Company Corporation outstanding immediately prior thereto to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% entity or of a parent of the total surviving entity) a majority of the combined voting power represented by of the Voting Securities of the Company or such surviving entity (or its parent) outstanding immediately after such that merger or consolidation, consolidation; or (v) the shareholders of the Company Corporation approve a plan of complete liquidation of the Company Corporation or an agreement for the sale or disposition by the Company (in Corporation of all or substantially all the Corporation's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions) other than a liquidation, sale, or disposition of all or substantially all the Corporation's assets in one transaction or a series of transactions) of all or substantially all related transactions to a Subsidiary of the Company's assets. Corporation or any other corporation owned directly or indirectly by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation. View More

Change In Control. Shall the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events; provided, however, to the extent necessary to avoid adverse personal income tax consequences to the Participant in connection with an Award, also constitutes a Section 409A Change in Control: (i)any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then... outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) occur (A) on account of the Securities acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company's securities in a transaction or series of 1934, related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding voting securities as amended), a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner 20. of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; (ii)there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii)the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; (iv)there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a trustee sale, lease, license or other fiduciary holding securities under an employee benefit plan disposition of all or substantially all of the consolidated assets of the Company or a corporation owned directly or indirectly and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock Ownership of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of outstanding voting securities of the Company representing 20% immediately prior to such sale, lease, license or more other disposition; or (v)individuals who, on the date the Plan is adopted by the Board, are members 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, (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or consolidation other transaction effected exclusively for the purpose of changing the domicile of the Company with Company, and (B) the definition of Change in Control (or any other corporation, other than a merger or consolidation that would result analogous term) 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 an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such surviving entity outstanding immediately after agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such merger or consolidation, or an individual written agreement, 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. foregoing definition shall apply View More

Change In Control. Shall be deemed to have occurred if (i) For the purposes of this Agreement, "Change-in-Control" means: (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities of the Company 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 its subsidiaries, becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 promulgated under said the Exchange Act), directly or indirectly, indirectly (excluding securities acquired directly from the Company), 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) thirty-five percent (35%) of (A) the directors then still in office who either were directors at the beginning then-outstanding shares 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 common stock of the Company approve or (B) the combined voting power of the Company's then-outstanding securities; (b) the consummation of a merger or consolidation consolidation, or series of the Company with any other corporation, other than a merger or consolidation that would result related transactions, which results in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing failing to continue to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity), directly or indirectly, at least 80% fifty percent (50%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or consolidation; (c) a change in the shareholders composition of the Company approve Company's Board occurring within a plan 24-month period, as a result of complete liquidation which fewer than a majority of the Company or an agreement for directors are Incumbent Directors; (d) 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 (or consummation of any transaction, or series of related transactions, having similar effect); or (e) stockholder approval of the dissolution or liquidation of the Company. View More