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 be deemed to have occurred if The term "Change in Control" shall mean 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 the beginning who, as of such period constitute January 1, 2006, 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 Kindred Healthcare, Inc.'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 Securities Exchange Act of 1934) 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
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 and Exchange Act of 1934, as amended), other than a trustee 1934 (the "Exchange 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 the shareholders Executive 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, Executive 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 total combined voting power represented by of the Company's then outstanding Voting Securities, securities or (ii) during any period (B) the then outstanding shares 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 common stock of the Company approve (in either such case other than as a result of an acquisition of securities directly from the Company); or (ii) any consolidation or merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result resulting in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent the consolidation or merger representing (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% entity or its parent) less than 50% of the total combined voting power represented by the Voting Securities of the Company or such securities of the surviving entity or its parent outstanding immediately after such merger consolidation or consolidation, merger; or the shareholders of the Company approve a plan of complete liquidation of the Company (iii) there shall occur (A) any sale, lease, exchange or an agreement for the sale or disposition by the Company other 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 Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director 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 Incumbent Directors shall be deemed to be an Incumbent Director. View More
Change In Control. Shall be deemed to have occurred if (b) "Change in Control" shall mean 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 and Exchange Act of 1934, as amended), other than a trustee 1934 (the "Exchange 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 the shareholders Executive 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, Executive 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 total combined voting power represented by of the Company's then outstanding Voting Securities, securities or (ii) during any period (B) the then outstanding shares 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 common stock of the Company approve (in either such case other than as a result of an acquisition of securities directly from the Company); or (ii) any consolidation or merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result resulting in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent the consolidation or merger representing (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% entity or its parent) less than 50% of the total combined voting power represented by the Voting Securities of the Company or such securities of the surviving entity or its parent outstanding immediately after such merger consolidation or consolidation, merger; or the shareholders of the Company approve a plan of complete liquidation of the Company (iii) there shall occur (A) any sale, lease, exchange or an agreement for the sale or disposition by the Company other 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 Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director 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 Incumbent Directors shall be deemed to be an Incumbent Director. View More
Change In Control. Shall be deemed to have occurred if the happening of any of the following: (i) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other (other than a any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company... owned, directly or indirectly indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company), 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% or more than 50% of the total combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) during any period securities entitled generally to vote in the election of two consecutive years, individuals who at the beginning of such period constitute the Board and (other than the occurrence of any new director whose election by contingency); (ii) 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 stockholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation or entity, which is consummated, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation; or (iii) the shareholders effective date of the Company approve a plan of complete liquidation of the Company or the consummation of 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, which in both cases are approved by the stockholders of the Company as may be required by law View More
Change In Control. Shall be deemed to have occurred if shall mean the occurrence, after the Corporation's initial public offering, of any of the following: (i) Both (A) any "person" (as defined below) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing at least twenty percent (20%) of the total voting power represented by the Corporation's then outstanding voting securities and (B) the beneficial ownership by... such person of securities representing such percentage is not approved by a majority of the "Continuing Directors" (as defined below); (ii) Any "person" is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing at least fifty percent (50%) of the total voting power represented by the Corporation's then outstanding voting securities; (iii) A change in the composition of the Board of Directors occurs, as a result of which fewer than two-thirds of the incumbent directors are directors who either (A) had been directors of the Corporation on the "look-back date" (as defined below) (the "Original Directors") or (B) were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority in the aggregate of the Original Directors who were still in office at the time of the election or nomination and directors whose election or nomination was previously so approved (together, the directors referenced in clauses (A) and (B) of this Section 17(b)(iii) shall be referred to as the "Continuing Directors"); (iv) The stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, if such merger or consolidation would result in the voting securities of the Corporation outstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or 12 (v) The stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets. For purposes of Subsections (i) and (ii) above, the term is "person" shall have the same meaning as when used in Sections sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Act, but shall exclude (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company Corporation or of a parent or subsidiary of the Corporation or (y) a corporation owned directly or indirectly by the shareholders stockholders of the Company Corporation in substantially the same proportions as their ownership of the common stock of the Company, is Corporation. For purposes of Subsection (iii) above, the term "look-back date" shall mean the later of (x) the date first written above in the preamble to this Agreement or becomes (y) the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities date 24 months prior to the date of the Company representing 20% or more event that may constitute a "Change in Control." Any other provision of this Section 17(b) notwithstanding, the term "Change in Control" shall not include a transaction, if undertaken at the election of the total voting power represented by Corporation, the Company's then outstanding Voting Securities, or (ii) during any period result of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason which is to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of sell all or substantially all of the Company's assets. assets of the Corporation to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the stockholders of the Corporation immediately following such transaction in substantially the same proportions as their ownership of the Corporation's common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement. 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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 Parent means the occurrence of one of the following events: (i) An acquisition (other than directly from Parent) of any voting securities of Parent (the "Voting Securities") by any Person (as defined herein) immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the combined voting power of... Parent's then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities Exchange Act of 1934, as amended), other than which are acquired in a trustee or other fiduciary holding securities under Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) Parent or (y) any corporation or other Person of the Company which a majority of its voting power or a corporation its equity securities or equity interest is owned directly or indirectly by the shareholders of the Company Parent (a "Subsidiary"), (2) Parent or any Subsidiary, or (3) any Person in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" connection with a Non-Control Transaction (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities paragraph (iii)(c) below); (ii) The individuals who are members of the Company representing 20% or more Board (the "Incumbent Board") cease for any reason to constitute at least two-thirds of the total voting power represented by Board; provided, however, that if 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 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) of the directors then still in Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided, further, however, that no individual 2 shall be considered a member of the Incumbent Board if such individual initially assumed office who as a result of either were an actual or threatened "Election Contest" (defined as any solicitation subject to Rules 14a-1 to 14a-10 promulgated under the Exchange Act by any Person or group of Persons for the purpose of opposing a solicitation subject to Rules 14a-1 to 14a-10 by any other Person or group of Persons with respect to the election or removal of directors at any annual or special meeting of stockholders of Parent) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the beginning Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (iii) Consummation of: (1) A merger, consolidation or reorganization involving Parent, unless (a) the stockholders of Parent, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, a majority 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 combined voting power of the Company approve a outstanding Voting Securities of the corporation resulting from such merger or consolidation or reorganization (the "Surviving Corporation") or a corporation beneficially owning, directly or indirectly, a majority 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 Surviving Corporation (a "Parent Corporation") in substantially the same proportion as their ownership of the surviving entity) at least 80% of the total voting power represented by the Voting Securities immediately before such merger, consolidation or reorganization, and (b) the individuals who were members of the Company or such surviving entity outstanding Incumbent Board immediately after such merger or consolidation, or prior to the shareholders execution of the Company approve agreement providing for such merger, consolidation or reorganization constitute a majority of the members of the board of directors of either the Surviving Corporation or a Parent Corporation, and (c) no Person (other than Parent, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by Parent, the Surviving Corporation or any Subsidiary, or any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of 30% or more of the then outstanding Voting Securities) owns, directly or indirectly, 30% or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (unless there is a Parent Corporation, in which event of the Parent Corporation's then outstanding voting securities). A transaction described in the immediately preceding clauses (a) through (c) shall herein be referred to as a "Non-Control Transaction"; (2) A complete liquidation or dissolution of the Company Parent; or an agreement for the (3) 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). 2 Notwithstanding paragraphs (i), (ii) or (iii) above, 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 proportionate 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. In all cases, if the Employee's employment is terminated within 30 days prior to a Change in Control and the Employee reasonably demonstrates that such termination (1) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control, or (2) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then the date of a Change in Control with respect to the Employee shall mean the date immediately prior to the date of such termination of the Employee's employment. View More
Change In Control. Shall be deemed to have occurred if the occurrence of any of the following events: (i) any 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 Act) becomes the ... class="diff-color-red">"Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said of 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 the Company's then outstanding Voting Securities, or (ii) during voting securities, except that any period of two consecutive years, individuals who at change in 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) beneficial ownership 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 securities of the Company approve as a result of a transaction undertaken primarily for capital-raising purposes and that is approved by the Board, shall not be deemed to be a Change in Control; or (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or (iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent 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. consolidation View More
Change In Control. Shall A "Change in Control" shall be deemed to have occurred if occur upon the earliest to occur after the date of this Agreement of any of the following events: (i) the acquisition by any "person" (as such term is used in Sections individual, entity or group (a "Person") (within the meaning of Section 13(d) and (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended), other than a trustee amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3... promulgated under the Exchange Act) of 30% or other fiduciary holding securities under an employee benefit plan more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (in both cases, "Voting Stock"); provided, however, that for purposes of this Section 1(a)(i), the following acquisitions will not constitute a corporation owned Change in Control: (A) any issuance of Voting Stock of the Company directly or indirectly from the Company that is approved by the shareholders Incumbent Board (as defined in Section 1(a)(ii), below), (B) any acquisition by the Company of Voting Stock of the Company, (C) any acquisition of Voting Stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (D) any acquisition of Voting Stock of the Company by an underwriter holding securities of the Company in substantially the same proportions as their ownership connection with a public offering thereof, or (E) any acquisition 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 Voting Stock of the Company representing 20% or more by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of the total voting power represented by the Company's then outstanding Voting Securities, Section 1(a)(iii) below; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and as of the effective date of this Agreement (the "Incumbent Board," as modified by this Section 1(a)(ii)), cease for any new director reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to such date whose election by the Board election, or nomination for election by the Company's shareholders stockholders, was approved by a vote of at least two-thirds (2/3) of the directors Directors then still in office who either were directors at comprising the beginning Incumbent Board (either by a specific vote or by approval 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 proxy statement of the Company approve in which such person is named as a merger nominee for director, without objection to such nomination) will be deemed to have then been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs 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) consummation of a reorganization, merger, statutory share 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 similar transaction involving the Company or such surviving entity outstanding immediately after such merger a direct or consolidation, or the shareholders of the Company approve indirect wholly owned subsidiary thereof, a plan of complete liquidation of the Company or an agreement for the sale or other disposition (whether by the Company (in one transaction sale, taxable or nontaxable exchange, formation of a series of transactions) joint venture or otherwise) of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of Voting Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (including, without limitation, an entity 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), (B) no Person other than the Company beneficially owns 30% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (disregarding all "acquisitions" described in subsections (A) (C) of Section 1 (a) (i)), and (C) at least two thirds of the members of the Board of Directors of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof 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 stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii). (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. (vi) "Corporate Status" describes the status of a person who is or was a director, trustee, general partner, managing member, joint venturer, officer, employee, agent or fiduciary of the Company. View More
Change In Control. Shall 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), Stock by Third Party. Any Person (as defined below), other than EQT and its affiliates, and 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, is or becomes the "Beneficial Owner" Beneficial Owner (as defined in Rule 13d-3 under said Act), above), directly or indirectly, of securities of the Company representing 20% or more than 50% of the total combined voting power represented by of the Company's then outstanding Voting Securities, or 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 securities entitled to vote generally in the election of directors; (ii) during Change in Board of Directors. During any period of two (2) consecutive years, years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Section 12(b)(i), 12(b)(iii) or 12(b)(iv)) whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; 12 (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 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; and (iv) Liquidation. The approval by the shareholders stockholders of the Company approve of 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, 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. View More
Change In Control. Shall 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), Stock by Third Party. Any Person (as defined below), other than EQT and its affiliates, and 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, is or becomes the "Beneficial Owner" Beneficial Owner (as defined in Rule 13d-3 under said Act), above), directly or indirectly, of securities of the Company representing 20% or more than 50% of the total combined voting power represented by of the Company's then outstanding Voting Securities, or 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 securities entitled to vote generally in the election of directors; 7 (ii) during Change in Board of Directors. During any period of two (2) consecutive years, years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Section 12(b)(i), 12(b)(iii) or 12(b)(iv)) whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; (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 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; and (iv) Liquidation. The approval by the shareholders stockholders of the Company approve of 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, 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. View More
