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 a change in control of the Company occurring after the date of this Agreement of a nature that would be required to be reported in response to Item 5.01 of Current Report on Form 8-K (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall be deemed to have occurred if 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), 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 1934) becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said Act), the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 20% 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 in office immediately prior to such person attaining such percentage, (ii) the Company 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 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, individuals who at the beginning of such period constitute constituted the Board and of Directors (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
Change In Control. Shall be deemed to have occurred if Change in Control means (i) the acquisition (other than from the Company) after the Effective Date by any "person" (as such term is used in Sections 13(d) and 14(d) person, entity, or "group" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange 1934 Act of 1934, as amended), other than a trustee (excluding, for this purpose, the Company or other fiduciary holding securities under an its subsidiaries, any employee benefit plan of the... Company or a corporation owned directly or indirectly by its Affiliates) of beneficial ownership (within the shareholders meaning 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 promulgated under said Act), directly or indirectly, the 1934 Act) of securities of the Company representing 20% fifty percent (50%) or more of either the total then-outstanding ordinary shares or the combined voting power represented by of the Company's then outstanding Voting Securities, or then-outstanding capital stock entitled to vote generally in the election of directors, (ii) during any period individuals who, as of two consecutive years, individuals who at the beginning of such period Effective Date, constitute the Board and (the "Incumbent Board") ceasing for any new reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Effective Date whose election by the Board election, or nomination for election by the Company's shareholders 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 comprising the beginning of the period or whose Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for election was previously so approved, cease for any reason purposes of this Plan, considered as though such person were a member of the Incumbent Board, (iii) consummation of a reorganization, merger, or consolidation, in each case, with respect to constitute a majority thereof, or (iii) which persons who were the shareholders of the Company approve a merger immediately prior to such reorganization, merger, or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the Company with any other corporation, other than a merger or consolidation that would result combined voting power 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 then-outstanding voting securities of the reorganized, merged, consolidated, or other surviving entity) at least 80% of the total voting power represented corporation (or its direct or indirect parent corporation), (iv) approval 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 of a plan of complete liquidation or dissolution of the Company Company, or an agreement for (v) the consummation of 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 of the Company with respect to which persons who were the shareholders of the Company immediately prior to such sale do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the then-outstanding voting securities of the acquiring corporation (or its direct or indirect parent corporation). View More
Change In Control. Shall a change in control of the Company occurring after the date hereof of a nature that would be deemed required to have occurred if (i) be reported in response to Item 6(e) on Schedule 14A of Regulation 14A (or in response to any "person" (as such term is used in Sections 13(d) and 14(d) of similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended), other amended (the "Act"), whether or not the Company is then subject to such reporting... requirement; provided, however, that, without limitation, a Change in Control shall include: (i) the acquisition (other than a trustee acquisition by or other fiduciary holding securities under an from the Company) after the date hereof by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Act (excluding, for this purpose, the Company or its subsidiaries, any 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 its subsidiaries that acquires beneficial ownership of stock voting securities of the Company, is or becomes and any qualified institutional investor that meets the "Beneficial Owner" (as defined in requirements of Rule 13d-1(b)(1) promulgated under the Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under said the Act), directly or indirectly, of securities of the Company representing 20% 50% or more of either the total then-outstanding shares of common stock or the combined voting power represented by of the Company's then outstanding Voting Securities, or then-outstanding capital stock entitled to vote generally in the election of directors; (ii) during any period individuals who, as of two consecutive years, individuals who at the beginning of such period date hereof, constitute the Board and of Directors (the "Incumbent Board") ceasing for any new director whose election by reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose election, 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 comprising the beginning of the period or whose Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for election was previously so approved, cease for any reason to constitute purposes of this Agreement, considered as though such person were a majority thereof, member of the Incumbent Board; or (iii) approval by the shareholders stockholders of the Company approve of (A) a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the Company with any other corporation, other than a merger or consolidation that would result combined voting power 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 reorganized, merged, consolidated or by being converted into Voting Securities other surviving corporation's then-outstanding voting securities, (B) a liquidation or dissolution of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company 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 (C) 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 of the Company. View More
Change In Control. Shall be deemed to have occurred if For purposes of this Agreement, "Change in Control" means: the occurrence of any one or more of the following events: (i) any "person" (as such term is used in Sections person (within the meaning of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee Isis Pharmaceuticals, Inc. 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 Alnylam Pharmaceuticals, becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), owner, directly or indirectly, of securities of the Company representing 20% or more than 50% of the total combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) during any period securities (other than in connection with a transaction involving the issuance of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election securities by the Board Company the principal purpose of which is to raise capital for the Company); (ii) there is consummated a merger, consolidation or nomination for election by similar transaction to which the Company's shareholders was approved by Company is a vote of at least two-thirds (2/3) of party and 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 of the Company outstanding immediately prior thereto continuing to represent (either by remaining do not own outstanding or by being converted into Voting Securities voting securities representing more than 50% of the combined outstanding voting power of the surviving entity) at least 80% entity immediately following such merger, consolidation or similar transaction or more than 50% of the total combined outstanding voting power represented by the Voting Securities of the Company or such parent of the surviving entity outstanding immediately after following such merger merger, consolidation or consolidation, similar transaction; or the shareholders of the Company approve (iii) there is consummated a plan of complete liquidation of the Company sale, lease exclusive license or an agreement for the sale or other disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. consolidated assets of the Company and its subsidiaries, other than a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity more than 50% of the combined voting power of which is owned immediately following such disposition by the stockholders of the Company immediately prior thereto. View More
Change In Control. Shall means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to ... class="diff-color-red">have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) occur (A) on account of the Securities acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of 1934, related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange Act Person (the Subject Person) exceeds the designated percentage threshold of the outstanding voting securities as amended), a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; (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, either (A) 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 (B) 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, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; (iv) there is consummated a sale, lease, exclusive 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 Ownership of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of outstanding voting securities of the Company representing 20% immediately prior to such sale, lease, license or more of the total voting power represented by the Company's then outstanding Voting Securities, other disposition; or (ii) during any period of two consecutive years, (v) individuals who at are Directors on the beginning of such period constitute the Board and any new director whose election date this Plan is adopted by the Board or nomination for election by (collectively, 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, Incumbent Board) cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve Directors; provided, however, that if the election (or nomination for election) of any new Director was approved or recommended by a majority vote of the members of the Incumbent Board then still in office or by a majority vote of a committee comprised of such members, such new member shall, for purposes of this Plan, be considered a member of the Incumbent Board. For Clarity, the term Change in Control shall not include a sale of assets, merger or consolidation other transaction effected exclusively for the purpose of changing the domicile of the Company with Company. Notwithstanding the foregoing or any other corporation, other than provision of this Plan, to the extent Change in Control is a merger or consolidation that would result payment trigger, and not merely a vesting trigger for a 409A Award, Change in Control will be defined in accordance with Treas. Reg. ยง1.409A-3(i)(5), and any such payments in respect of such 409A Award shall not occur until after the Voting Securities occurrence of such a Change in Control event. The Board may, in its sole discretion and without Participant consent, amend the definition of Change in Control to conform to the definition of Change of Control under Section 409A of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding Code, as amended, and the Treasury Department 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 Internal Revenue Service Regulations 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. Guidance issued thereunder. 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, following such Business Combination: (1) all or consolidation that would result substantially all of the individuals and entities 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 such Business Combination, of the 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 or by being converted into Voting Securities securities entitled to vote generally in the election of directors of the surviving entity) corporation except to the extent that such ownership existed prior to the 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 (as defined below), whether or not the Company is then subject to such reporting requirement. View More
Change In Control. Shall be deemed to have occurred if (i) the occurrence of any of the following: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term "person" (as such term is used in Sections for purposes of Section 13(d) and or 14(d) of the Exchange Act), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-three... percent (33%) of (i) the then-outstanding Shares or (ii) the combined voting power of the Company's then-outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred pursuant to this paragraph (a), the acquisition of Shares or Voting Securities Exchange Act of 1934, as amended), other than in a trustee or other fiduciary holding securities under Non-Control Acquisition (as hereinafter defined) shall not constitute a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan of (or a trust forming a part thereof) maintained by (A) the Company or a (B) any corporation owned directly or indirectly by other Person the shareholders majority of the Company in substantially the same proportions as their ownership voting power, voting equity securities or equity interest of stock of the Company, which is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), owned, directly or indirectly, by the Company (for purposes of securities this definition, a "Related Entity"), (ii) the Company or any Related Entity, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined); (b) The individuals who, as of the Company representing 20% effective date of the Plan, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the members of the Board or, following a Merger (as hereinafter defined), the board of directors of (i) the corporation resulting from such Merger (the "Surviving Corporation"), if fifty percent (50%) or more of the total combined voting power represented of the then-outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by the Company's then outstanding Voting Securities, another Person (a "Parent Corporation") or (ii) during any period of two consecutive years, individuals who at if there is one or more than one Parent Corporation, the beginning of such period constitute ultimate Parent Corporation; provided, however , that, if the Board and any new director whose election by the Board election, or nomination for election by the Company's shareholders common shareholders, of any new director 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 Incumbent Board, such new director shall, for purposes of the period Plan, be considered a member of the Incumbent Board; and provided, further, however , that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of an actual or whose election threatened solicitation of proxies or nomination for election was previously so approved, cease for consents by or on behalf of a Person other than the Board (a "Proxy Contest"), including by reason of any reason agreement intended to constitute avoid or settle any Proxy Contest; or (c) The consummation of: (i) A merger, consolidation or reorganization (x) with or into the Company or (y) in which securities of the Company are issued (a "Merger"), unless such Merger is a majority thereof, or (iii) "Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger in which: (A) the shareholders of the Company approve immediately before such Merger own directly or indirectly immediately following such Merger at least a merger or consolidation majority of the Company with any other corporation, combined voting power of the outstanding voting securities of (1) the Surviving Corporation, if there is no Parent Corporation or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; (B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation, or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and (C) no Person 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 (1) the Company or such surviving entity outstanding another corporation that is a party to the agreement of Merger, (2) any Related Entity, or (3) any employee benefit plan (or any trust forming a part thereof) that, immediately after such merger or consolidation, or prior to the shareholders of the Company approve a plan of complete liquidation of Merger, was maintained by the Company or an agreement for any Related Entity, or (4) any Person who, immediately prior to the Merger had Beneficial Ownership of thirty-three percent (33%) or more of the then outstanding Shares or Voting Securities, has Beneficial Ownership, directly or indirectly, of thirty-three percent (33%) or more of the combined voting power of the outstanding voting securities or common stock of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation. (ii) A complete liquidation or dissolution of the Company; or (iii) The sale or other disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity or (y) the distribution to the Company's assets. shareholders of the stock of a Related Entity or any other assets). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons; provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company and, after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. View More
Change In Control. Shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) the occurrence of the Securities Exchange Act earliest to occur after the date of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan this Agreement of any of the Company following events: (i) Acquisition of Shares by Third Party. Other than an affiliate of Bayview Holding LP or a corporation owned directly or indirectly by Peace... Investment Holdings Limited (together, the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, "Sponsors"), 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 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 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, of the members of the Board; (iii) Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or (iii) similar business combination involving the Company and one or more businesses (a "Business Combination"), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the 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 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 (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsors, 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 the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) 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 of the action of the Board of Directors, providing for such Business Combination; (iv) Liquidation. The approval by the shareholders of the Company approve of 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 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 any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement. View More
Change In Control. Shall be deemed to have occurred if any of the following events occurring: (i) the acquisition by any "person" or "group" (as such term is used defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), 1934 ("Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan the Company, any subsidiary of the Company or a corporation owned their employee benefit plans, directly or indirectly by the shareholders of the... Company in substantially the same proportions indirectly, as their ownership of stock of the Company, is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 13d-3, under said Act), directly or indirectly, the Exchange Act) of securities of the Company representing 20% twenty percent (20%) or more of either the total then outstanding shares or the combined voting power represented by of the then outstanding securities of the Company; (ii) either a majority of the directors of the Company elected at the Company's then outstanding Voting Securities, annual stockholders meeting shall have been nominated for election other than by or (ii) during any period of two consecutive years, individuals who at the beginning direction of such period the "incumbent directors" of the Company, or the "incumbent directors" shall cease to constitute a majority of the Board directors of the Company. The term "incumbent director" shall mean any director who was a director of the Company on the Effective Date and any new individual who becomes a director whose election of the Company subsequent to the Effective Date and who is elected or nominated by or at the Board or nomination for election by the Company's shareholders was approved by a vote direction 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 incumbent directors; (iii) the shareholders of the Company approve (x) a merger merger, consolidation or consolidation other business combination of the Company with any other corporation, "person" or "group" (as defined in Sections 13(d) and 14(d) of the Exchange Act) or affiliate thereof, other than a merger or consolidation that would result in the Voting Securities outstanding common stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities common stock of the surviving entity) entity or a parent or affiliate thereof) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities outstanding common stock of the Company or such surviving entity or a parent or affiliate thereof outstanding immediately after such merger merger, consolidation or consolidation, other business combination, or the shareholders of the Company approve (y) 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) the Bank of all or substantially all of the Company's assets. or the Bank's assets; or (iv) any other event or circumstance which is not covered by the foregoing subsections but which the Board of Directors determines to affect control of the Company and with respect to which the Board of Directors adopts a resolution that the event or circumstance constitutes a Change of Control for purposes of the Agreement. The Change of Control Date is the date on which an event described in (i), (ii), (iii) or (iv) occurs. 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) Change in Board 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 Directors. 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 director whose election (other than a director designated by a person who has entered into an agreement with the Board Company to effect a transaction described in Sections 2(a)(ii) or nomination for election 2(a)(iii)) appointed 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, sole member, cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve members of the Board; (ii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other corporation, entity (other than an affiliate of the Company), 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 51% 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, or consolidation and with the shareholders power to elect at least a majority of the Company approve board of directors or other governing body of such surviving entity; (iii) Liquidation. The approval by the Company's sole member 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 (iv) 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 (as defined below), whether or not the Company is then subject to such reporting requirement. View More
