Change In Control Definition Example with 191 Variations
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Change In Control. Shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said... Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets.View More
Change In Control. Shall be deemed to shall mean the occurrence of any of the following: (i) Any "person" is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing at least 50% of the total voting power represented by the Corporation's then outstanding voting securities; (ii) The stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, if such merger or... consolidation would result in the voting securities of the Corporation outstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; (iii) A majority of the members of the board of directors as of the look-back date no longer serve as directors; or (iv) The stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets. For purposes of subsection (i) above, the term "person" shall have occurred if (i) any "person" (as such term is the same meaning as when used in Sections sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Act, but shall exclude (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company Corporation or of a parent or subsidiary of the Corporation or (y) a corporation owned directly or indirectly by the shareholders stockholders of the Company Corporation in substantially the same proportions as their ownership of the common stock of the Company, is Corporation. For purposes of Subsection (iii) above, the term "look-back date" shall mean the later of (x) the date of this Agreement or becomes (y) the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities date twenty-four (24) months prior to the date of the Company representing 20% or more event that may constitute a "Change in Control." Any other provision of this Section 16(b) notwithstanding, the term "Change in Control" shall not include a transaction, if undertaken at the election of the total voting power represented by Corporation, the Company's then outstanding Voting Securities, or (ii) during any period result of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason which is to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of sell all or substantially all of the Company's assets. assets of the Corporation to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the stockholders of the corporation immediately following such transaction in substantially the same proportions as their ownership of the Corporation's common stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement. View More
Change In Control. Shall means a change in control of the Corporation occurring after the date hereof 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 ('Act'), whether or not the Corporation is then subject to such reporting requirement provided, however, that, without limitation, such a Change in Control shall be deemed... to have occurred if after the date hereof (i) any "person" 'person' (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), Act), other than a trustee person who is an officer or other fiduciary holding securities under an employee benefit plan director of the Company or a corporation owned directly or indirectly by the shareholders Corporation on _______, 2012 (and any of the Company in substantially the same proportions as their ownership of stock of the Company, such person's affiliates), is or becomes the "Beneficial Owner" 'beneficial owner' (as defined in Rule 13d-3 under said Act), the Act) directly or indirectly, of securities of the Company Corporation representing 20% 50% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities of the Corporation without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, sale of assets or (ii) other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors ('Board') in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute constituted the Board and (including for this purpose any new director whose election by the Board or nomination for election by the Company's shareholders Corporation's stockholders was approved by a vote of at least two-thirds (2/3) 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 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. Board. View More
Change In Control. Shall shall be deemed to have occurred if (i) any "person" 'person' (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other amended (the 'Exchange Act')) (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and other... than any person holding shares of the Company on the date that the Company first registers under the Act or any transferee of such individual if such transferee is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual, his or her spouse or lineal descendants), is or becomes the "Beneficial Owner" 'beneficial owner' (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% 30% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or of the Board, (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (iv) the shareholders stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. View More
Change In Control. Shall be deemed to have occurred if the happening of any of the following: (i) any "person" "person," including a "group" (as such term is terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee Act, but excluding the Company, any entity controlling, controlled by or under common control with the Company, any trustee, fiduciary or other fiduciary person or entity holding securities under an any employee benefit plan or trust of the... Company or a corporation owned directly or indirectly by any such entity, and, with respect to any particular Grantee, the shareholders Grantee and any "group" (as such term is used in Section 13(d)(3) of the Company in substantially Exchange Act) of which the same proportions as their ownership of stock of the Company, Grantee is a member), is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 13(d)(3) under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% more than 50% of either (A) the combined voting power of the Company's then outstanding securities or (B) the then outstanding Shares; or (ii) any consolidation or merger of the Company, where the stockholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the total combined voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning securities of the period corporation issuing cash or whose election securities in the consolidation or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, merger (or of its ultimate parent corporation, if any); or (iii) the shareholders of the Company approve a merger there shall occur (A) any sale, lease, exchange or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company transfer (in one transaction or a series of transactions) transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets. assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or (iv) the members of the Board at the beginning of any consecutive 24-calendar-month period (the "Incumbent Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company's stockholders, was approved or ratified by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period, shall be deemed to be an Incumbent Director. Notwithstanding the foregoing, no event or condition shall constitute a Change in Control to the extent that, if it were, a 20% tax would be imposed upon or with respect to any Award under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Change in Control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing the imposition of such 20% tax. 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 amended (the " Exchange Act ")) (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and other than any... person who is or becomes the "Beneficial Owner" (as "beneficial owner", as defined in Rule 13d-3 under said Act), the Exchange Act, directly or indirectly, of securities of the Company representing 20% 5% or more of the total voting power represented by the Company's then outstanding Voting Securities on the date that the Company first registers under the Act, or any transferee of such individual if such transferee is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual, his or her spouse or lineal descendants), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or of the Board, (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (iv) the shareholders stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. View More
Change In Control. Shall means, and shall be deemed to have occurred if if, (i) any "person" 'person' (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other 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 voting stock, (ii) during any period of two (2) consecutive years, years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) a majority 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 would result in the Voting Securities voting stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting stock of the surviving entity) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or with the shareholders power to elect at least a majority of the board of directors or other governing body of the surviving entity, or (iv) the 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 related transactions) of all or substantially all of the Company's assets. View More
Change In Control. Shall (a) A "Change in Control" shall be deemed to have occurred if if: (i) any "person" (as "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), amended, and the rules and regulations thereunder (the "Exchange Act") hereafter becomes the "beneficial owner," as defined in Rule 13d 3 of the Exchange Act, directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by the... Company's then outstanding Voting Securities, other than (a) a trustee or other fiduciary holding securities under an employee benefit 1 plan of the Company or Company; (b) a corporation owned owned, directly or indirectly indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is Company; or becomes (c) any current beneficial stockholder or group, as defined by Rule 13d-5 of the "Beneficial Owner" (as defined in Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership, within the meaning of Rule 13d-3 under said Act), directly or indirectly, of the Exchange Act, of securities of the Company representing 20% or possessing more than 50% of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (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 Company's Board of Directors (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, 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 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% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in Company, in one transaction or a series of transactions) transactions, of all or substantially all of the Company's assets. View More
Change In Control. Shall be deemed to have occurred if the occurrence of any of the following events: (i) any Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or Act) becomes the ... class="diff-color-red">"Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during voting securities, except that any period of two consecutive years, individuals who at change in the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) beneficial ownership of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders securities of the Company approve as a result of a private financing of the Company that is approved by the Board, shall not be deemed to be a Change in Control; or (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or (iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. consolidation View More
Change In Control. Shall be deemed to have occurred if the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events after the IPO Date: (i) any "person" (as such term is used in Sections 13(d) and 14(d) Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Securities Exchange Act Company representing more than fifty percent (50%) of 1934, as amended), the combined voting power of the Company's then outstanding securities... other than by virtue of a merger, consolidation or similar transaction; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction; (iii) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a trustee sale, lease, license or other fiduciary holding securities under an employee benefit plan disposition of all or substantially all of the consolidated assets of the Company or a corporation owned directly or indirectly and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities Ownership of the Company representing 20% immediately prior to such sale, lease, license or more of other disposition; or (iv) notwithstanding the total voting power represented by the Company's then outstanding Voting Securities, foregoing 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 provision of this Plan, the definition of Change 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 Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Optionholder shall supersede the foregoing definition with respect to Options subject to such surviving entity outstanding immediately after agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such merger or consolidation, or an individual written agreement, 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. foregoing definition shall apply) 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 Company's board of directors, 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 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the Board board of directors or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Company's board of directors; (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 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 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; 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
