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
Variations
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: (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 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; 24. (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 Acquiring Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the Acquiring 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) 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 (iv) 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.1 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, (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 foregoing definition shall apply, and (C) with respect to any nonqualified deferred compensation that becomes payable on account of the Company approve Change in Control, the transaction or event described in clause (i), (ii), (iii), or (iv) also constitutes a plan of complete liquidation Section 409A Change in Control if required in order for the payment not to violate Section 409A 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. Code
View More
Change In Control.
Shall be deemed to have occurred if means the occurrence 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% 50% or more of the total voting power represented by the Company's then outstanding Voting Securities, Securities (as defined below) unless the change in relative Beneficial Ownership of the Company's securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors; (ii) the consummation of a reorganization, merger or (ii) consolidation, unless, immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction; (iii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constitute constituted the Board and (including, for this purpose, any new director directors 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, approved) cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve a merger Board; or consolidation of (iv) 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 stockholders of the Company approve a plan of complete liquidation or dissolution 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 the occurrence 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% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding Voting Securities, Securities unless the change in relative Beneficial Ownership of the Company's securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors; (ii) the consummation of a reorganization, merger or (ii) consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction; (iii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constitute constituted the Board and (including for this purpose any new director directors 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, approved) cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve a merger Board; or consolidation of (iv) 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 stockholders of the Company approve a plan of complete liquidation or dissolution 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 the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (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 will 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 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 will 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; or (iii) 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. Notwithstanding the foregoing definition or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the total voting power represented by Company, and (B) the Company's then outstanding Voting Securities, or (ii) during definition of Change in Control (or 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 analogous term) 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 an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Stock 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 will apply.
View More
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 Shares by Third Party. Other than
an affiliate of Finnovate Sponsor L.P., 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, Delaware limited partnership (the "Sponsor"), any Person (as defined below) 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, securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company's securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition; (ii) during any period Change in Board of two consecutive years, individuals who at Directors. Individuals who, as of the beginning of such period date hereof, constitute the Board 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) two thirds of the directors then still in office who either were directors at on the beginning of the period date hereof or whose election or for nomination for election was previously so approved, approved (collectively, the "Continuing Directors"), cease for any reason to constitute at least a majority thereof, of the members of the Board; (iii) Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or (iii) similar business combination, involving the Company and one or more businesses (a "Business Combination"), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company'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 securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; (iv) Liquidation. The approval by the shareholders of the Company approve of 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 or series of agreements 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 factoring the Company's current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or (v) Other Events. 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 any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
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 Effective Date 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, is or Third Party. Any Person (as defined below) 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% fifty percent (50%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; provided, that any acquisition that occurs as a result of any transaction that has been approved by a majority of the Company's board of directors shall be excluded from the definition of Change in Control; (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 Section 1(a)(i), Section 1(a)(iii) or Section 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; provided, that changes in the composition of the Company's board of directors as a result of any transaction that has been approved by a majority of the Company's board of directors shall be excluded from the definition of Change in Control; (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; or (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
Change In Control.
Shall a change in control of the Company occurring after the date hereof 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 ('Exchange Act'), whether or not the Company is then subject to such reporting requirement provided, however, that, without limitation, such a Change in Control shall be deemed to
... have occurred if after the date hereof (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), Act), other than a trustee person who is an officer or other fiduciary holding securities under an employee benefit plan director of the Company or a corporation owned directly or indirectly by on the shareholders date hereof (and any of the Company in substantially the same proportions as their ownership of stock of the Company, such person's affiliates), 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% 50% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities of the Company without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or (ii) other reorganization, or a proxy contest, as a consequence of which (A) members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter or (B) the voting securities of the Company outstanding immediately prior to such transaction do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such transaction with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute constituted the Board and (including for this purpose 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 such period or whose election or nomination for election was previously so approved, approved) cease for any reason to constitute at least 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. Board.
View More
Change In Control.
Shall A state of affairs that shall be deemed to have occurred
if (i) any "person" if: (a) Any person becomes the "beneficial owner" (as
such that 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 representing 20% fifty percent (50%) or more of the total voting power represented by of the Company's then outstanding Voting Securities, or (ii) during Corporation's then-outstanding voting securities, other than pursuant to an Excluded Change in Control Event; (b) During any period of two (2) consecutive years, individuals who who, at the beginning of such period constitute the Board and board, together with any new director whose election by the Board board or nomination for election by the Company's Corporation's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office either who either were directors at the beginning of the period two-year period, or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) of the board; (c) The shareholders of the Company Corporation approve a merger or consolidation of the Company Corporation with any other corporation, Corporation, other than a merger or consolidation that would result in the Voting Securities voting securities of the Company Corporation outstanding immediately prior thereto before 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% fifty-one percent (51%) of the total voting power represented by the Voting Securities voting securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation, consolidation; or the (d) 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 (whether in one transaction or a series of transactions) of all or substantially all of the Company's Corporation's assets.
View More
Change In Control.
Shall A state of affairs that shall be deemed to have occurred
if (i) any "person" if: (a) Any person becomes the 'beneficial owner' (as
such that 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 representing 20% fifty percent (50%) or more of the total voting power represented by of the Company's then outstanding Voting Securities, or (ii) during Corporation's then-outstanding voting securities; (b) During any period of two (2) consecutive years, individuals who who, at the beginning of such period constitute the Board and board, together with any new director whose election by the Board board or nomination for election by the Company's Corporation's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office either who either were directors at the beginning of the period two-year period, or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) of the board; (c) The shareholders of the Company Corporation approve a merger or consolidation of the Company Corporation with any other corporation, Corporation, other than a merger or consolidation that would result in the Voting Securities voting securities of the Company Corporation outstanding immediately prior thereto before 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% fifty-one percent (51%) of the total voting power represented by the Voting Securities voting securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation, consolidation; or the (d) 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 (whether in one transaction or a series of transactions) of all or substantially all of the Company's Corporation's assets.
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 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, following: (A) 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% twenty percent (20%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person's attaining such percentage interest, (B) 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 of Directors of the Company, 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 2(b)(i)(A), 2(b)(i)(C) or 2(b)(i)(D) or a director whose initial nomination for, or assumption of office as, a member of the Board of Directors of the Company occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors of the Company) whose election by the Board of the Directors of the Company 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 total number of directors constituting the Board of Directors of the Company, (C) 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 (or the parent entity of such surviving entity) representing at least 80% 50% of the total combined voting power represented by the Voting Securities of the Company or such voting securities of the surviving entity (or such parent 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 or such parent entity; (D) the shareholders approval by the stockholders of the Company approve of a plan of dissolution or complete liquidation of the Company or an agreement for the sale sale, lease, exchange 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 its subsidiaries, taken as a whole, and (E) 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 (as defined below), whether or not the Company is then subject to such reporting requirement.
View More
