Change In Control Definition Example with 191 Variations
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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 means, and will 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 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 consecutive years, individuals who at the beginning of such period constitute the Board of Directors 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 (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 or business entity 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 (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 (i) and includes the occurrence of any "person" (as such term is used in Sections 13(d) and 14(d) one of the Securities following events: (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act Act) (a "Person") of 1934, as amended), other than beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3... promulgated under the Exchange Act) 30% or more of either (x) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a trustee Change in Control: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or other fiduciary holding exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities under of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined in subsection (iii) below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (x) who was a member of the Board on the date of this Agreement or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a corporation owned directly sale or indirectly by other disposition of all or substantially all of the shareholders assets of the Company (a "Business Combination"), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership of stock of the Company, is Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding the Acquiring Corporation or becomes any employee benefit plan (or related trust) maintained or sponsored by the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, of securities of the Company representing 20% 30% or more of the total then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning then-outstanding securities 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 corporation entitled to 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 generally in the Voting Securities election of directors (except to the Company outstanding immediately extent that such ownership existed 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. Business Combination). View More
Change In Control. Shall means 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 (as defined in the Company's Amended and Restated 2004 Equity Incentive Plan (the "Plan")) becomes the owner, directly or indirectly, of securities of the Company representing more than fifty percent (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 by an investor, any affiliate thereof or any other Exchange Act Person from the Company 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 (B) solely because the level of Ownership (as defined in the Plan) 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 2 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; (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 fifty percent (50%) of the combined outstanding voting power of the surviving Entity (as defined in the Plan) in such merger, consolidation or similar transaction or (B) more than fifty percent (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; (iv) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries (as defined in the Plan), 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 fifty percent (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 of this Agreement, 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 a merger or consolidation members of the Company with Board; provided, however, that if the appointment or election (or nomination for election) of any other corporation, other than new Board member was approved or recommended by a merger or consolidation that would result in the Voting Securities majority vote of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities members of the surviving entity) at least 80% Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be considered as a member 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. Incumbent Board. View More
Change In Control. 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 stockholders 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 or her spouse or lineal descendants), 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% 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 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 majority thereof, or of the Board, (iii) the shareholders stockholders 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 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, 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 (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 happening of any of the following: (i) any "person" "person," including a "group" (as such term is terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee Act, but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other fiduciary person or entity holding securities under an any employee benefit plan or trust of the... Company or a corporation owned directly or indirectly by any such entity, and with respect to any particular Participant, the shareholders Participant and any "group" (as such term is used in Section 13(d)(3) of the Company in substantially Exchange Act) of which the same proportions as their ownership of stock of the Company, Participant is a member), is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 13(d)(3) under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% 30% or more of either (A) the combined voting power of the Company's then outstanding securities or (B) the then outstanding Shares (in either such case other than as a result of an acquisition of securities directly from the Company); provided, however, that, in no event shall a Change in Control be deemed to have occurred upon an initial public offering of the Common Shares under the Securities Act; or (ii) any consolidation or merger of the Company where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the total combined 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 securities of the period corporation issuing cash or whose election securities in the consolidation or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, merger (or of its ultimate parent corporation, if any); or (iii) the shareholders of the Company approve a merger there shall occur (A) any sale, lease, exchange 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 transfer (in one transaction or a series of transactions) transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets. assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or (iv) the members of the Board at the beginning of any consecutive 24-calendar-month period (the "Incumbent Trustees") cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any trustee whose election, or nomination for election by the Company's shareholders, was approved or ratified by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period, shall be deemed to be an Incumbent Trustee. View More
Change In Control. Shall be deemed to have occurred if the occurrence of any one of the following: (i) any "person" (as such term is used in Sections 13(d) and 14(d) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), amended (the "Exchange Act")) (a "person"), other than those persons in control of the Corporation as of the date of this Agreement or a trustee or other fiduciary holding securities under an employee benefit plan... of the Company Corporation or a corporation owned directly or indirectly by the shareholders stockholders of the Company Corporation in substantially the same proportions as their ownership of stock of the Company, is or Corporation, 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 Corporation representing 20% 25% or more of the total combined voting power represented by of the Company's Corporation's then outstanding Voting Securities, or securities; (ii) during any period A change in the Board of two consecutive years, Directors of the Corporation (the "Board") such that individuals who at as of 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 or nomination for election by the Company's shareholders Corporation's stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute Incumbent Board; (iii) The consummation of: (a) a majority thereof, or (iii) the shareholders plan of complete liquidation of the Company approve a merger Corporation; (b) an agreement for the sale or consolidation disposition of all or substantially all of the Company Corporation's assets; or (c) a merger, consolidation or reorganization of the Corporation with or involving any other corporation, other than a merger merger, consolidation or consolidation reorganization that would result in the Voting Securities voting securities of the Company Corporation 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 combined voting power represented by the Voting Securities of the Company or voting securities of the Corporation (or such surviving entity entity) outstanding immediately after such merger merger, consolidation or consolidation, reorganization; or (iv) The occurrence of any other event that the shareholders of the Company approve Board determines by a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or duly approved resolution constitutes a series of transactions) of all or substantially all of the Company's assets. Change in Control. View More
Change In Control. Shall the occurrence of any one of the following events: (i) individuals who, on the effective date of the Policy, constitute the Board (the 'Incumbent Directors') cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the effective date of the Policy whose election or nomination for election was approved by a vote of a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the... proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to have occurred if (i) be an Incumbent Director; (ii) any "person" 'person' (as such term is used defined in Sections 13(d) and 14(d) Section 3(a)(9) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan amended (the 'Exchange Act') and as used in Sections 13(d)(3) and 14(d)(2) 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, Exchange Act) is or becomes the "Beneficial Owner" a 'beneficial owner' (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% 35% or more of the combined voting power of the Company's then outstanding securities eligible to vote generally in the election of directors (the 'Company Voting Securities'); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) pursuant to any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or (F) a transaction (other than one described in (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (F) does not constitute a Change in Control under this paragraph (ii); (iii) the consummation of a merger, consolidation, statutory share exchange, reorganization, sale of all or substantially all the Company's assets or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company's stockholders, whether for such transaction or the issuance of securities in the transaction (a 'Business Combination'), unless immediately following such Business Combination: (A) at least 60% of the total voting power of (x) the corporation resulting from such Business Combination (the 'Surviving Corporation'), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect directors of the Surviving Corporation (the 'Parent Corporation'), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting power represented by of the Company's then outstanding Voting Securities, or (ii) during any period voting securities eligible to elect directors of two consecutive years, individuals who the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the beginning time of the Board's approval of the execution of the initial agreement providing for such period constitute Business Combination (any Business Combination which satisfies all of the Board criteria specified in (A), (B) and (C) above shall be deemed to be a 'Non-Qualifying Transaction' 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) Business Combination which does not satisfy all of the directors then still criteria specified in office who either were directors at (A) (B) and (C) shall be deemed a 'Qualifying Transaction'); or (iv) 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 stockholders of the Company approve a plan of complete liquidation or dissolution of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 35% of the Company or an agreement for Voting Securities as a result of the sale or disposition acquisition of Company Voting Securities by the Company (in one transaction or its affiliates which reduces the number of Company Voting Securities outstanding; provided, that if after the consummation of such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a series of transactions) of all or substantially all Change in Control of the Company's assets. Company shall then occur. For purposes of this Change in Control definition, 'corporation' shall include any limited liability company, partnership, association, business trust and similar organization, 'board of directors' shall refer to the ultimate governing body of such organization and 'director' shall refer to any member of such governing body View More
Change In Control. Shall be deemed to have occurred if (i) The acquisition by any "person" (as such term is used in Sections 13(d) and 14(d) individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than a trustee amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or other fiduciary holding securities under an employee benefit plan more of... either (x) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or a corporation owned directly or indirectly by (y) the shareholders combined voting power 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 then outstanding voting securities of the Company representing 20% entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or more maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (x), (y) and (z) of subsection (iii) of this definition; or (ii) Individuals who, as 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 date hereof, 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 hereof 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 assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (x) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, 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 Company or all or substantially all of the Company's assets. 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 Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (y) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% 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 (z) 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 the shareholders of the Company of a complete liquidation or dissolution of the Company. 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Change In Control. Shall be deemed to have occurred if Any one of the following events occurring after the date of this Agreement: (i) An acquisition (other than directly from Parent) of any "person" voting securities of Parent (the "Voting Securities") by any "Person" (as defined in Paragraph 1(f) hereof) immediately after which such term is used in Sections 13(d) and 14(d) Person has "Beneficial Ownership" (within the meaning 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 1934) 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 combined voting power represented by the Company's of Parent's then outstanding Voting Securities, Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in an acquisition by (i) Parent or any of its subsidiaries, (ii) during an employee benefit plan (or a trust forming a part thereof) maintained by Parent or any period of two consecutive years, its subsidiaries or (iii) any Person in connection with an acquisition referred to in the immediately preceding clauses (i) and (ii) shall not constitute an acquisition which would cause a Change in Control. (ii) The individuals who at who, as of the beginning of such period constitute Effective Date, constituted the Board and of Directors of Parent (the "Incumbent Board") cease for any new director whose election by reason to constitute over 50% of the Board Board; provided, however, that if the election, or nomination for election by the Company's shareholders Parent's stockholders, of any new director was approved by a vote of at least two-thirds (2/3) over 50% of the directors then still in office who either Incumbent Board, such new director shall, for purposes of this Section 1(c)(ii), be considered as though such person were directors at the beginning a member of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute Incumbent Board; provided, further, however, that no individual shall be considered a majority thereof, or (iii) the shareholders member of the Company approve Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Parent (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest. (iii) Consummation of a merger, consolidation or reorganization involving Parent, unless each of the following events occurs in connection with such merger, consolidation or reorganization: (A) the stockholders of Parent, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, over 50% of the combined voting power of all voting securities of the corporation resulting from such merger or consolidation or reorganization (the "Surviving Company") over which any Person has Beneficial Ownership in substantially the same proportion as their ownership of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities immediately before such merger, consolidation or reorganization; (B) the individuals who were members of the Company outstanding Incumbent Board immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities the execution of the surviving entity) at least 80% agreement providing for such merger, consolidation or reorganization constitute over 50% of the total members of the board of directors of the Surviving Company; and (C) no Person (other than Parent, any of its subsidiaries, any employee benefit plan (or any trust forming a part thereof) maintained by Parent, the Surviving Company or any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of 20% or more of the then outstanding Voting Securities) has Beneficial Ownership of 20% or more of the combined voting power represented by the Voting Securities of the Company or such surviving entity Surviving Company's then outstanding immediately after such merger or consolidation, or the shareholders voting securities. (iv) Approval by Parent's stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or Parent. (v) Approval by Parent's stockholders of 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 Parent to any Person (other than a transfer to a subsidiary of Parent). (vi) Any other event that the Board shall determine constitutes an effective Change in Control of Parent. (vii) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by Parent which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; 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 Parent, and after such share acquisition by Parent, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. View More
Change In Control. Shall be deemed to have occurred if (i) The term "Change in Control" shall mean any "person" (as such term is used in Sections 13(d) and 14(d) one of the Securities Exchange Act following events occurring after the date of 1934, as amended), other this Agreement: (i) An acquisition (other than a trustee or other fiduciary holding directly from Parent) of any voting securities under an employee benefit plan of the Company or a corporation owned directly or indirectly Parent (the "Voting... Securities") 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" any "Person" (as defined in Paragraph 1(f) hereof) immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 under said Act), directly or indirectly, the 1934 Act) of securities of the Company representing 20% or more of the total combined voting power represented by the Company's of Parent's then outstanding Voting Securities, Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in an acquisition by (i) Parent or any of its subsidiaries, (ii) during an employee benefit plan (or a trust forming a part thereof) maintained by Parent or any period of two consecutive years, its subsidiaries or (iii) any Person in connection with an acquisition referred to in the immediately preceding clauses (i) and (ii) shall not constitute an acquisition which would cause a Change in Control. (ii) The individuals who at the beginning who, as of such period constitute December 18, 2008, constituted the Board and of Directors of Parent (the "Incumbent Board") cease for any new director whose election by reason to constitute over 50% of the Board Board; provided, however, that if the election, or nomination for election by the Company's shareholders Parent's stockholders, of any new director was approved by a vote of at least two-thirds (2/3) over 50% of the directors then still in office who either Incumbent Board, such new director shall, for purposes of this Section 1(c)(ii), be considered as though such person were directors at the beginning a member of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute Incumbent Board; provided, further, however, that no individual shall be considered a majority thereof, or (iii) the shareholders member of the Company approve Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Parent (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest. (iii) Consummation of a merger, consolidation or reorganization involving Parent, unless each of the following events occurs in connection with such merger, consolidation or reorganization: (A) the stockholders of Parent, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, over 50% of the combined voting power of all voting securities of the corporation resulting from such merger or consolidation or reorganization (the "Surviving Company") over which any Person has Beneficial Ownership in substantially the same proportion as their ownership of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities immediately before such merger, consolidation or reorganization; (B) the individuals who were members of the Company outstanding Incumbent Board immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities the execution of the surviving entity) at least 80% agreement providing for such merger, consolidation or reorganization constitute over 50% of the total members of the board of directors of the Surviving Company; and (C) no Person (other than Parent, any of its subsidiaries, any employee benefit plan (or any trust forming a part thereof) maintained by Parent, the Surviving Company or any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of 20% or more of the then outstanding Voting Securities) has Beneficial Ownership of 20% or more of the combined voting power represented by the Voting Securities of the Company or such surviving entity Surviving Company's then outstanding immediately after such merger or consolidation, or the shareholders voting securities. -2- (iv) Approval by Parent's stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or Parent. (v) Approval by Parent's stockholders of 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 Parent to any Person (other than a transfer to a subsidiary of Parent). (vi) Any other event that the Board shall determine constitutes an effective Change in Control of Parent. (vii) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by Parent which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; 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 Parent, and after such share acquisition by Parent, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. View More
