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 means the first to have occurred if (i) occur of any of the following: (a) any "person" or "group" (as such term is used described in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other amended (the "Act")) (other than (i) a person holding securities representing 10% or more of the combined voting power of the Company's outstanding securities as of the date that the Company completed an initial public offering of its class B common stock (a... "Pre-Existing Shareholder") or a transferee of a Pre-Existing Shareholder receiving securities of the Company by reason of the death of the Pre-Existing Shareholder pursuant to the terms of a will or trust or through intestacy, (ii) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a corporation owned (iii) any company owned, directly or indirectly indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock shares of the Company, is or Company), becomes the "Beneficial Owner" beneficial owner (as defined in Rule 13d-3 under said of the Act), directly or indirectly, of securities of the Company Company, representing (I) 20% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) then-outstanding securities and (II) more of the combined voting power of the Company's then-outstanding securities than the Pre-Existing Shareholders in the aggregate; (b) during any period of two twenty-four consecutive years, months, individuals who at the beginning of such period constitute the Company's Board of Directors, and any new director (other than a director nominated by any person (other than the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control under (a), (c) or (d) of this Section 1(a)) whose election by the Company's Board of Directors 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 at least a majority thereof, thereof; (c) the consummation of any transaction or (iii) the shareholders series of the Company approve transactions resulting in a merger or consolidation of in which the Company with any other corporation, is involved, other than a merger or consolidation that which would result in the Voting Securities shareholders of the Company outstanding immediately prior thereto continuing to represent own (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or consolidation; (d) 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. assets; or (e) any other transaction so denominated by the Company's Board of Directors. View More
