Change In Control Definition Example with 191 Variations

Change In Control. Shall be deemed to have occurred if (i) any "person" (as such term is used (a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in Sections 13(d) and 14(d) one or a series of related transactions, of all or substantially all of the Securities Exchange Act properties or assets of 1934, the Company and its subsidiaries, taken as amended), other than a trustee whole, to any Person that is not a subsidiary of the Company; (b) The... Incumbent Directors cease for any reason to constitute at least a majority of the Board; (c) The date which is 10 business days prior to the consummation of a complete liquidation or other fiduciary holding dissolution of the Company; (d) The acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (i) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities under an of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Affiliate, (B) any acquisition by any employee benefit plan of sponsored or maintained by the Company or any subsidiary, (C) any acquisition which complies with clauses, (i), (ii) and (iii) of subsection (e) of this definition or (D) in respect of an Award held by a corporation owned particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or (e) The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company's shareholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the "Surviving Company"), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the "Parent Company"), is represented by the shareholders of Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions proportion as their ownership of stock the voting power of the Company, Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, directly or indirectly, of securities of the Company representing 20% 50% or more of the total voting power represented by of the Company's then outstanding Voting Securities, or (ii) during any period voting securities eligible to elect members of two consecutive years, individuals who the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company); and (iii) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members 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) time of the directors then still in office who either were directors at the beginning Board's 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 execution 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 initial agreement providing for 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 be deemed to have occurred if means 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 "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, voting securities; (ii) The consummation of the sale or (ii) during any period disposition by the Company of two consecutive years, individuals who at all or substantially all of the beginning Company's assets; (iii) A change in the composition of such period constitute the Board and any new director whose election by occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board or nomination for election by with the Company's shareholders was approved by a vote affirmative votes of at least two-thirds (2/3) a majority of the directors then still in office who either were directors Incumbent Directors at the beginning time of the period such election or nomination (but will not include an individual whose election or nomination for is in connection with an actual or threatened proxy contest relating to the election was previously so approved, cease for any reason of directors to constitute a majority thereof, the Company); or (iii) the shareholders (iv) The consummation of the Company approve 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 consolidation. For the shareholders avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change 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 state of the Company's assets. incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. 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, voting securities; (ii) The consummation of the sale or (ii) during any period disposition by the Company of two consecutive years, individuals who at all or substantially all of the beginning Company's assets; (iii) A change in the composition of such period constitute the Board and any new director whose election by occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board or nomination for election by with the Company's shareholders was approved by a vote affirmative votes of at least two-thirds (2/3) a majority of the directors then still in office who either were directors Incumbent Directors at the beginning time of the period such election or nomination (but will not include an individual whose election or nomination for is in connection with an actual or threatened proxy contest relating to the election was previously so approved, cease for any reason of directors to constitute a majority thereof, the Company); or (iii) the shareholders (iv) The consummation of the Company approve 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

Found in Limelight Networks, Inc. contract

Change In Control. Shall shall be deemed to have occurred if if, on or after the date of this Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions... as their ownership of stock of the Company, is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company's then outstanding Voting Securities, or Securities (as defined below), (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company (the "Board") and any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation that which 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% eighty percent (80%) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the shareholders stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) of all or substantially all of the Company's assets. View More

Change In Control. Shall be deemed to have occurred if For purposes of this Agreement, "Change in Control" means (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 Subsidiary or 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, Subsidiary, 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, capital stock, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders stockholders 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 outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities capital stock of the surviving entity) at least 80% of the total voting power represented by the Voting Securities capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders stockholders of the Company approve a plan of complete liquidation 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 (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. (I) ANY PERSON BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING THIRTY-FIVE PERCENT (35%) OR MORE OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES; OR (II) THE FOLLOWING INDIVIDUALS CEASE FOR ANY REASON TO CONSTITUTE A MAJORITY OF THE NUMBER OF DIRECTORS THEN SERVING: INDIVIDUALS WHO, ON THE EFFECTIVE DATE, CONSTITUTE THE BOARD AND ANY NEW DIRECTOR (OTHER THAN A DIRECTOR WHOSE INITIAL ASSUMPTION OF OFFICE IS IN CONNECTION WITH AN ACTUAL OR THREATENED ELECTION CONTEST, INCLUDING, BUT NOT LIMITED TO, A CONSENT SOLICITATION, RELATING TO THE ELECTION OF DIRECTORS OF THE COMPANY) WHOSE APPOINTMENT OR ELECTION BY THE BOARD OR NOMINATION FOR ELECTION BY THE COMPANY'S STOCKHOLDERS WAS APPROVED OR RECOMMENDED BY A VOTE OF AT LEAST A MAJORITY OF THE DIRECTORS THEN STILL IN OFFICE WHO EITHER WERE DIRECTORS ON THE EFFECTIVE DATE OR WHOSE APPOINTMENT, ELECTION OR NOMINATION FOR ELECTION WAS PREVIOUSLY SO APPROVED OR RECOMMENDED; OR (III) THERE IS CONSUMMATED A MERGER OR CONSOLIDATION OF THE COMPANY OR ANY SUBSIDIARY WITH ANY OTHER CORPORATION, OTHER THAN (A) A MERGER OR CONSOLIDATION WHICH WOULD RESULT IN THE VOTING SECURITIES OF THE COMPANY OUTSTANDING IMMEDIATELY PRIOR TO SUCH MERGER OR CONSOLIDATION CONTINUING TO REPRESENT (EITHER BY REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING SECURITIES OF THE SURVIVING ENTITY OR ANY PARENT THEREOF), IN COMBINATION WITH THE OWNERSHIP OF ANY TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER AN EMPLOYEE BENEFIT PLAN OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, MORE THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF THE SECURITIES OF THE COMPANY OR SUCH SURVIVING ENTITY OR ANY PARENT THEREOF OUTSTANDING IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION, OR (B) A MERGER OR CONSOLIDATION EFFECTED TO IMPLEMENT A RECAPITALIZATION OF THE COMPANY (OR SIMILAR TRANSACTION) IN WHICH NO PERSON IS OR BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING THIRTY-FIVE PERCENT (35%) OR MORE OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES; OR (IV) THE STOCKHOLDERS OF THE COMPANY APPROVE A PLAN OF COMPLETE LIQUIDATION OR DISSOLUTION OF THE COMPANY OR THERE IS CONSUMMATED AN AGREEMENT FOR THE SALE OR DISPOSITION BY THE COMPANY OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OTHER THAN A SALE OR DISPOSITION BY THE COMPANY OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS TO AN ENTITY, MORE THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF THE VOTING SECURITIES OF WHICH ARE OWNED BY STOCKHOLDERS OF THE COMPANY IN SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR OWNERSHIP OF THE COMPANY IMMEDIATELY PRIOR TO SUCH SALE. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO AN AWARD THAT IS SUBJECT TO SECTION 409A OF THE CODE AND THE PAYMENT OR SETTLEMENT OF THE AWARD WILL ACCELERATE UPON A CHANGE IN CONTROL, NO EVENT SET FORTH HEREIN WILL CONSTITUTE A CHANGE IN CONTROL FOR PURPOSES OF THE PLAN OR ANY AWARD AGREEMENT UNLESS SUCH EVENT ALSO CONSTITUTES A "CHANGE IN OWNERSHIP," "CHANGE IN EFFECTIVE CONTROL," OR "CHANGE IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF THE COMPANY'S ASSETS" AS DEFINED UNDER SECTION 409A OF THE CODE. 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), 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 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% or more than fifty percent (50%) of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (ii) during Change in Board of Directors. During any period of two (2) consecutive years, individuals years (not including any period prior to the execution of this Agreement), individuals, who at the beginning of such period constitute the Board Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(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 which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by the Voting Securities of the Company or such voting securities of the surviving entity outstanding immediately after such merger or consolidation, consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) Liquidation. The approval by the shareholders stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement 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 (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 A "Change in Control" shall be deemed to have occurred if (i) occur upon the earliest to occur after the date of this Agreement of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act 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" Beneficial Owner (as defined in Rule 13d-3 under said Act), below), directly or indirectly, of securities of the Company representing 20% fifteen percent (15%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (ii) during Change in Board Composition. During any period of two consecutive years, years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board Board, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 13(a)(i), 13(a)(iii) or 13(a)(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 which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than 50% of the total combined voting power represented by the Voting Securities of the Company or such voting securities of the surviving entity outstanding immediately after such merger or consolidation, consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity; (iv) Liquidation. The approval by the shareholders stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement for the sale sale, lease, 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, in each case, in one or a series of related transactions; and (v) Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement. View More

Change In Control. Shall 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% or more than fifty percent (50%) of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (ii) during Change in Board of Directors. During any period of two (2) consecutive years, individuals years (not including any period prior to the execution of this Agreement), individuals, who at the beginning of such period constitute the Board Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(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 which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by the Voting Securities of the Company or such voting securities of the surviving entity outstanding immediately after such merger or consolidation, consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) Liquidation. The approval by the shareholders stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement 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 (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 a change in control of the Company 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 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any "person" (as such term is... used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), Act) other than a trustee 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, Company is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said the Act), directly or indirectly, of securities of the Company representing 20% 15% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities without the prior approval of at least two-thirds of the members of the Board of Directors of the Company in office immediately prior to such person attaining such percentage interest; (ii) there occurs a proxy contest, or (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors of the Company then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (ii) of this subsection (a), individuals who at the beginning of such period constitute constituted the Board and of Directors of the Company (including for this purpose any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, such period) cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation Board 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. Directors. View More