Change In Control Definition Example with 191 Variations
This page contains an example definition of Change In Control, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Change In Control. Shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said... Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets.View More
Change In Control. Shall be deemed to have occurred if means the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) 'Person' within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), other 1934 (the 'Act') (other than a trustee or other fiduciary holding securities under an employee benefit plan of the 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, is or Company) becomes the "Beneficial Owner" (as defined in 'Beneficial Owner' within the meaning of Rule 13d-3 promulgated under said Act), directly the Act of 30% or indirectly, more of the combined voting power of the then outstanding securities of the Company representing 20% entitled to vote generally in the election of directors; excluding, however, any circumstance in which such beneficial ownership resulted from any acquisition by an employee benefit plan (or related trust) sponsored or more maintained by the Company or by any corporation controlling, controlled by, or under common control with, the Company; (ii) a change in the composition of the total voting power represented by Board since August 23, 2006, (the 'Effective Date'), such that the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning who, as of such period constitute date, constituted the Board and (the 'Incumbent Board') cease for any new reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the Effective Date whose election by the Board election, or nomination for election by the Company's shareholders stockholders, was approved by a the vote of at least two-thirds (2/3) a majority of the directors then still in office who either were directors at comprising the beginning Incumbent Board shall be deemed a member of the period or whose election or nomination for election Incumbent Board; and provided further that any individual who was previously so approved, cease for any reason to constitute initially elected as a majority thereof, or (iii) the shareholders director of the Company approve as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than the Board shall not be deemed a member of the Incumbent Board; (iii) a reorganization, recapitalization, merger or consolidation (a 'Corporate Transaction') involving the Company, unless securities representing 60% or more of the Company with any other corporation, other than a merger or consolidation that would result combined voting power of the then outstanding voting securities entitled to vote generally in the Voting Securities election 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 directors of the Company or the corporation resulting from such surviving entity Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the person or persons who were the beneficial holders of the outstanding immediately after such merger or consolidation, or voting securities entitled to vote generally in the shareholders election of directors of the Company approve a plan of complete liquidation of immediately prior to such Corporate Transaction, in substantially the Company same proportion as their ownership immediately prior to such Corporate Transaction; or an agreement for (iv) the sale sale, transfer or other disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets of the Company. View More
Change In Control. Shall (a) A "Change in Control" shall occur or be deemed to have occurred only if any of the following events occur: (i) any "person" (as such term is used in Sections 13(d) and 14(d) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, 1934 (the "Exchange Act")) (a "Person") of 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) 50% 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), any acquisition directly from the Company shall not constitute a Change in Control; or (ii) such time as amended), 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 the initial adoption of this Agreement by the Board 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 trustee merger, consolidation, reorganization, recapitalization or other fiduciary holding securities under an employee benefit plan of 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 any employee benefit plan (or related trust) maintained or becomes 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% 50% 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 corporation entitled to vote generally in the Board and any new director whose election by of directors (except to the Board extent that such ownership existed prior to the Business Combination); or nomination for election by (iv) the Company's shareholders was approved by a vote of at least two-thirds (2/3) liquidation or dissolution of the directors then still in office who either were directors at Company. Notwithstanding anything to the beginning contrary, none of the period or whose election or nomination for election was previously so approved, cease for any reason to following shall constitute a majority thereof, Change in Control event: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or (iii) the shareholders exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company approve a merger Company, unless the Person exercising, converting 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 exchanging such surviving entity outstanding immediately after security acquired such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of security directly from the Company or an agreement for underwriter or agent of the sale Company), (B) any acquisition by any employee benefit plan (or related trust) sponsored or disposition maintained by the Company (in one transaction or any corporation controlled by the Company, (C) any acquisition by any corporation or other business entity pursuant to a series Business Combination which complies with clauses (x) and (y) of transactions) subsection (iii) of all this definition or substantially all (D) any acquisition by Atlantic Investors, LLC, or its successors or affiliates (collectively "Atlantic" ), of the Company's assets. any shares of common stock or any ownership by Atlantic of any shares of common stock. 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Change In Control. Shall (a) A "Change in Control" shall occur or be deemed to have occurred only if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities following events occur: (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) 50% or more of either (x) file 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 event: (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, (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with, clauses (x) and (y) of subsection (iii) of this definition or (D) any acquisition by ClearBlue Technologies, Inc. or its affiliates, including Atlantic Investors, LLC, or Waythere, Inc. (each such party is referred to herein as "ClearBlue") of any shares of common stock; 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 the initial adoption of this Agreement by the Board 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 ClearBlue, 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% 50% 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 (a) A "Change in Control" shall occur or be deemed to have occurred only if any of the following events occur: (i) any "person" (as such term is used in Sections 13(d) and 14(d) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, 1934 (the "Exchange Act")) (a "Person") of 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) 50% 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), any acquisition directly from the Company shall not constitute a Change in Control; or (ii) such time as amended), 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 the initial adoption of this Agreement by the Board 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 trustee merger, consolidation, reorganization, recapitalization or other fiduciary holding securities under an employee benefit plan of 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 any employee benefit plan (or related trust) maintained or becomes 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% 50% 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 corporation entitled to vote generally in the Board and any new director whose election by of directors (except to the Board extent that such ownership existed prior to the Business Combination); or nomination for election by (iv) the Company's shareholders was approved by a vote of at least two-thirds (2/3) liquidation or dissolution of the directors then still in office who either were directors at Company. Notwithstanding anything to the beginning contrary, none of the period or whose election or nomination for election was previously so approved, cease for any reason to following shall constitute a majority thereof, Change in Control event: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or (iii) the shareholders exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company approve a merger Company, unless the Person exercising, converting 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 exchanging such surviving entity outstanding immediately after security acquired such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of security directly from the Company or an agreement for underwriter or agent of the sale Company), (B) any acquisition by any employee benefit plan (or related trust) sponsored or disposition maintained by the Company (in one transaction or any corporation controlled by the Company, (C) any acquisition by any corporation or other business entity pursuant to a series Business Combination which complies with clauses (x) and (y) of transactions) subsection (iii) of all this definition or substantially all (D) any acquisition by Atlantic Investors, LLC, or its successors or affiliates (collectively "Atlantic"), of the Company's assets. any shares of common stock or any ownership by Atlantic of any shares of common stock. 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Change In Control. Shall (a) A "Change in Control" shall occur or be deemed to have occurred only if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities following events occur: (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) 50% 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 event: (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, (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition or (D) any acquisition by ClearBlue Technologies, Inc. or its affiliates, including Atlantic Investors, LLC, or Waythere, Inc. (each such party is referred to herein as "ClearBlue") of any shares of common stock; 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 the initial adoption of this Agreement by the Board 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 ClearBlue, 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% 50% 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 (a) A "Change in Control" shall occur or be deemed to have occurred only if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities following events occur: (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) 50% 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 event: (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, (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition or (D) any acquisition by ClearBlue Technologies, Inc. or its affiliates, including Atlantic Investors, LLC, or Waythere, Inc. (each such party is referred to herein as "ClearBlue") of any shares of common stock; 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 the initial adoption of this Agreement by the Board 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 sale or other disposition of all or substantially all of the 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 by the shareholders 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 ClearBlue, 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% 50% 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 A Change in Control shall be deemed to have occurred if (i) occur upon the earliest to occur after the Grant Date of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act following events: 14.1.1 Acquisition of 1934, as amended), other than a trustee Stock by Third Party. The acquisition by any Person of Beneficial Ownership of 40% or other fiduciary holding securities under an employee benefit plan more of either the then-outstanding shares of... common stock of the Company or the Outstanding Voting Securities; provided, however, that any acquisition directly from the Company shall not constitute a corporation owned directly or indirectly by the shareholders Change in Control; 14.1.2 Change in Board of Directors. Individuals who, as 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 Grant Date, constitute the Board Board, and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) two thirds of the directors then still in office who either were directors at on the beginning of the period Grant Date or whose election or nomination for election was previously so approved, approved (collectively, the "Continuing Directors"), cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; 14.1.3 Corporate Transactions. The effective date of a reorganization, merger or consolidation of the Company with any other corporation, other (a "Business Combination"), in each case, unless immediately following such Business Combination: (a) all or substantially all of the Persons who were Beneficial Owners of Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than a merger or consolidation that would result 51% of the combined voting power of the then outstanding securities entitled to vote generally in the Voting Securities election of directors of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of such transaction either owns the Company or all or substantially all of the Company's assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such surviving entity Business Combination, of the Outstanding Voting Securities; (b) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 40% or more of the combined voting power of the then outstanding immediately after securities entitled to vote generally in the election of directors of such merger corporation except to the extent that such ownership existed prior to such Business Combination; and (c) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or consolidation, or of the action of the Board, providing for such Business Combination; 14.1.4 Liquidation. The approval by the shareholders 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, other than factoring the Company's current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions); or 3 14.1.5 Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar or successor item on any similar or successor schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. View More
Change In Control. Shall A Change in Control shall be deemed to have occurred if (i) occur upon the earliest to occur after the Grant Date of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act following events: 14.1.1 Acquisition of 1934, as amended), other than a trustee Stock by Third Party. The acquisition by any Person of Beneficial Ownership of 40% or other fiduciary holding securities under an employee benefit plan more of either the then-outstanding shares of... common stock of the Company or the Outstanding Voting Securities; provided, however, that any acquisition directly from the Company shall not constitute a corporation owned directly or indirectly by the shareholders Change in Control; 14.1.2 Change in Board of Directors. Individuals who, as 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 Grant Date, constitute the Board Board, and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) two thirds of the directors then still in office who either were directors at on the beginning of the period Grant Date or whose election or nomination for election was previously so approved, approved (collectively, the "Continuing Directors"), cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; 14.1.3 Corporate Transactions. The effective date of a reorganization, merger or consolidation of the Company with any other corporation, other (a "Business Combination"), in each case, unless immediately following such Business Combination: (a) all or substantially all of the Persons who were Beneficial Owners of Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than a merger or consolidation that would result 51% of the combined voting power of the then outstanding securities entitled to vote generally in the Voting Securities election of directors of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of such transaction either owns the Company or all or substantially all of the Company's assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such surviving entity Business Combination, of the Outstanding Voting Securities; (b) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 40% or more of the combined voting power of the then outstanding immediately after securities entitled to vote generally in the election of directors of such merger corporation except to the extent that such ownership existed prior to such Business Combination; and (c) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or consolidation, or of the action of the Board, providing for such Business Combination; 14.1.4 Liquidation. The approval by the shareholders 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, other than factoring the Company's current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions); or 14.1.5 Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar or successor item on any similar or successor schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. 14.1.6 Certain Definitions. For purposes of 14.1, the following terms shall have the following meanings: "Beneficial Owner" and "Beneficial Ownership" shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended. "Outstanding Voting Securities" means the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors. "Person" shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or Subsidiary of the Company or of 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. "Subsidiary" means, with respect to any Person, any business organization or legal entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person. View More
Change In Control. Shall be deemed to have occurred if (i) occur upon the earliest to occur after the date of this Agreement of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act following events: (i) Acquisition of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly Stock by the shareholders of the Company in substantially the same proportions as their... ownership of stock of the Company, Third Party. Any Person (as defined below) is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, directly or indirectly, of securities of the Company representing 20% fifteen percent (15%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company's securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition; (ii) during any period Change in Board of two consecutive years, individuals who at Directors. Individuals who, as of the beginning of such period date hereof, constitute the Board Board, and any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) two thirds of the directors then still in office who either were directors at on the beginning of the period date hereof or whose election or for nomination for election was previously so approved, approved (collectively, the "Continuing Directors"), cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; (iii) Corporate Transactions. The effective date of a reorganization, merger or consolidation of the Company with any other corporation, other than a merger (a "Business Combination"), in each case, unless, immediately following such Business Combination: (1) all or consolidation that would result substantially all of the Persons who were the Beneficial Owners of securities entitled to vote generally in the Voting Securities election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company outstanding entitled to vote generally in the election of directors 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 either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities such Business Combination, of the surviving entity) securities entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent that such ownership existed prior to such Business Combination; and (3) at least 80% a majority of the total voting power represented Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; (iv) Liquidation. The approval by the Voting Securities stockholders of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets, other than factoring the Company's current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or (v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. View More
Change In Control. Shall be deemed the first to have occurred if (i) occur of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act following: (a) The acquisition by any Person of 1934, as amended), other than a trustee Beneficial Ownership of 40% or other fiduciary holding securities under an employee benefit plan more of either the then-outstanding shares of common stock of the Company or a corporation owned directly or indirectly by 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 Voting Securities"); provided, however, that, for purposes of this Section 2.6, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, or more (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries; (b) 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 Effective Date, constitute the Board Board, and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) two thirds of the directors then still in office who either were directors at on the beginning of the period Effective Date or whose election or nomination for election was previously so approved, approved (collectively, the "Continuing Directors"), cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; (c) The effective date of a reorganization, merger or consolidation of the Company with any other corporation, other (a "Business Combination"), in each case, unless immediately following such Business Combination: (a) all or substantially all of the Persons who were Beneficial Owners of Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than a merger or consolidation that would result 51% of the combined voting power of the then outstanding securities entitled to vote generally in the Voting Securities election of directors of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of such transaction either owns the Company or all or substantially all of the Company's assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such surviving entity Business Combination, of the Outstanding Voting Securities; (b) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 40% or more of the combined voting power of the then outstanding immediately after securities entitled to vote generally in the election of directors of such merger corporation except to the extent that such ownership existed prior to such Business Combination; and (c) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or consolidation, or of the action of the Board, providing for such Business Combination; (d) The approval by the shareholders 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, other than factoring the Company's current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions); or (e) There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar or successor item on any similar or successor schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. View More
