Change In Control Definition Example with 191 Variations

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 any institutional investor, any affiliate thereof or any other Exchange Act Person that acquires the Company's securities in a transaction or series of 1934, related transactions that are primarily a private financing transaction for the Company 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 1. 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 if, 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; (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; or (iv) 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 other disposition. The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the total voting power represented by Company. Notwithstanding 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 Participant shall supersede the foregoing definition with respect to Stock Awards 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). 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Found in Intra-Cellular Therapies, Inc. contract

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 Subsidiary, (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 except as may otherwise be deemed to have occurred if (i) provided in a Stock Option Agreement, Restricted Stock Agreement or other applicable agreement, means the occurrence of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act following: (i) The consummation of 1934, as amended), other than a trustee merger or other fiduciary holding securities under an employee benefit plan consolidation of the Company with or into another entity or any other... corporate reorganization, if the Company's shareholders immediately prior to such merger, consolidation or reorganization cease to directly or indirectly own immediately after such merger, consolidation or reorganization at least a majority of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization; (ii) The consummation of the sale, transfer or other disposition of all or substantially all of the Company's assets (other than (x) to a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (y) to a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the Company or (z) to a continuing or surviving entity described in Section 2(d)(i) in connection with a merger, consolidation or corporate reorganization which does not result in a Change in Control under Section 2(d)(i)); (iii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, if any Person (as defined below in Section 2(d)(iv)) is considered to be in effective control of the Company, is or the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; (iv) The consummation of any transaction as a result of which any Person 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% or more at least fifty percent (50%) of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period voting securities. For purposes of two consecutive years, individuals who at this Paragraph (iv), the beginning of such period constitute term "person" shall have the Board same meaning as when used in sections 13(d) 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) 14(d) of the directors then still in office who either were directors at the beginning Exchange Act but shall exclude: (1) a trustee or other fiduciary holding securities under an employee benefit plan of the period Company or whose election an affiliate of the Company; (2) a corporation or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, other entity owned directly or (iii) indirectly by the shareholders of the Company approve a merger or consolidation in substantially the same proportions as their ownership of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities common stock of the Company outstanding immediately prior thereto continuing to represent (either Company; (3) the Company; and (4) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by remaining outstanding the Company; or by being converted into Voting Securities (v) A complete winding up, liquidation or dissolution of the surviving entity) at least 80% of Company. A transaction shall not constitute a Change in Control if its sole purpose is to change 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 state of the Company's assets. incorporation or 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 transactions. 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), Stock by Third Party. Any Person (as defined below), other than Sun Capital and its affiliates and 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 11 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), above), 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 securities; (ii) during Change in Board of Directors. 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 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 Section 13(b)(i), 13(b)(iii) or 13(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 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; and (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, 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. View More

Change In Control. Shall (a) "Change in Control" shall be deemed to have occurred occurred: (i) 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), other amended (the "Act") (other than a trustee the Company, any of its subsidiaries, or 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 of its... subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the shareholders Act) of the Company in substantially the same proportions as their ownership of stock of the Company, is or such person, becomes the "Beneficial Owner" "beneficial owner" (as such term is defined in Rule 13d-3 under said the Act), directly or indirectly, of securities of the Company representing 20% 50% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities (the "Voting Securities") without prior approval of at least a majority of the members of the Board in office immediately prior to such person's attaining such percentage interest (in such case other than as a result of an acquisition of securities directly from the Company); (ii) if during any period of two consecutive years, individuals who at the beginning of such period constitute constituted the Board and Board, together with any new director directors 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) 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, of the Board; or 1 (iii) upon the shareholders consummation of (A) any consolidation or merger of the Company approve a merger or consolidation where the stockholders of the Company with any other corporation, other than a merger Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation that would result or merger, beneficially own, directly or indirectly, securities representing in the Voting Securities aggregate more than 50% 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) 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 consolidation and with the shareholders power to elect at least a majority of the Company approve a plan board of complete liquidation directors or other governing body of the Company such surviving entity, or an agreement for the (B) any sale or disposition by the Company other 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 Company's assets. assets of the Company. Notwithstanding the foregoing, a "Change in Control" will not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company, which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50% or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence will thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50% or more of the combined voting power of all of the then outstanding Voting Securities, then a "Change in Control" will be deemed to have occurred for purposes of the foregoing clause (i). 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% 50% 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 means the occurrence of any of the following: (i) an acquisition by any "person" or "group" (as such term is terms are used in Sections 13(d) 13(d)(3) and 14(d) 14(d)(2) of the Securities Exchange Act) of direct or indirect beneficial ownership (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act ("Beneficial Ownership") of 1934, as amended), 50% or more of either the then outstanding shares of Company common stock (the... "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided that the following acquisitions shall be excluded: (i) any acquisition directly or indirectly by one of the Permitted Holders, (ii) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a trustee conversion privilege unless the security being so converted was itself acquired directly from the Company, (iii) any acquisition by the Company, or other fiduciary holding securities under an (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Subsidiary; (ii) a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or (iii) consummation of Corporate Transaction; excluding, however, a Corporate Transaction pursuant to which: (A) all or substantially all of the individuals and entities who have Beneficial Ownership, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will have Beneficial Ownership, directly or indirectly, of more than 50% of, respectively, the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, the Company or a corporation owned that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly by the shareholders of the Company through one or more subsidiaries) (the "Resulting Corporation") in substantially the same proportions as their ownership of stock ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no "person" or "group" (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (other than (1) the Company, is (2) an employee benefit plan (or related trust) sponsored or becomes maintained by the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Company, Resulting Corporation, or a Subsidiary, or (3) any entity controlled, directly or indirectly, by the Company or a Resulting Corporation) will have Beneficial Ownership, directly or indirectly, of 50% or more of, respectively, the outstanding shares of common stock of the Resulting Corporation or the combined voting power of the outstanding voting securities of the Company representing 20% or more Resulting Corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the Corporate Transaction; and (C) individuals who were members of the total voting power represented Board before the Corporate Transaction (or whose appointment or election is endorsed by a majority of such members of the Board) will continue to constitute at least a majority of the members of the board of directors of the Resulting Corporation; or (iv) the approval 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 stockholders of the Company approve of a merger complete liquidation or consolidation dissolution 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. 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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 (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 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(a)(ii) or 2(a)(iii)) 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; (ii) 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 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, consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iii) 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 (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

Change In Control. Shall be deemed to have occurred if (i) the occurrence of any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities following events: (i) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act Act) of 1934, as amended), other more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company... Voting Securities); provided, however, that for purposes of this Section 2(h)(i), the following acquisitions shall not constitute a trustee or other fiduciary holding securities under an Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by 1Exhibit 10.3the Company, (D) any acquisition by any Investor or any Affiliate thereof, or (E) any acquisition by any entity pursuant to a transaction that complies with clauses (A) and (B) of Section 2(h)(ii); (ii) Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or any of its Subsidiaries with a third party other than any Investor or any Affiliate thereof, or a sale or other disposition of all or substantially all of the assets of the Company to a third party other than any Investor or any Affiliate thereof (each, a corporation owned Business Combination), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly by the shareholders indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination (including, without limitation, an entity that, 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 ownership, immediately prior to such Business Combination of stock the Outstanding Company Voting Securities, and (B) no Person (excluding (1) any entity resulting from such Business Combination or any parent of such entity, (2) any employee benefit plan (or related trust) of the Company, is such entity resulting from such Business Combination or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), such parent, and (3) any Investor and any Affiliate thereof) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination; or (iii) The approval by the stockholders of the Company representing 20% of a complete liquidation or more dissolution of the total voting power represented by Company. Notwithstanding anything in the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at foregoing to 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) contrary, with respect to compensation (x) that is subject to Section 409A of the directors then still Code and (y) for which a Change in office who either were directors at Control would accelerate the beginning timing of payment thereunder, the term Change in Control shall mean an event that is both (I) a Change in Control (as defined above) and (II) a change in control event (within the meaning of Section 409A 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. 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Change In Control. Shall be deemed to have occurred if The term 'Change in Control' shall mean any of the following that occur after the Effective Date: (i) any "person" Any 'person' or 'group' (as such term is terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), amended, including the regulations and 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, applicable authorities thereunder (the 'Exchange Act')) ('Person'), is or becomes the "Beneficial Owner" 'beneficial owner' (as defined in Rule 13d-3 under said Act), the Exchange Act) ('Beneficial Owner'), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% twenty five percent (25%) or more of the total combined voting power represented by of the Company's then outstanding then-outstanding voting securities entitled to vote generally in the election of directors ('Outstanding Company Voting Securities, Securities'); provided, however, that any acquisition by a Person who on the Effective Date is the Beneficial Owner of twenty-five (25%) or more of the Outstanding Company Voting Securities shall not constitute a Change in Control; (ii) during any period Any change in the composition of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election of Directors of the Company (the 'Board') over a two-year period which results in a majority of the then present directors of the Company not constituting a majority two years later, provided that in making such determination, directors who are elected by or upon the recommendation of the then current majority of the Board or nomination for election shall be excluded; (iii) Approval 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 of a complete dissolution or liquidation of the Company; (iv) Any sale or disposition to a Person of the assets of the Company equal to more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company before such sale or disposition; provided that, for purposes of this subparagraph (b)(iv), the 'gross fair market value' shall be determined without regard to any liabilities associated with the assets of the Company or the assets so sold or disposed; (v) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, corporation or entity, other than (A) a merger or consolidation that would result in immediately following which the Voting Securities individuals who comprise the Board of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities constitute at least a majority of the surviving entity) at least 80% board of directors of the total voting power represented by Company, the Voting Securities of the Company or such entity surviving entity outstanding immediately after such merger or consolidation, or, if the Company or the shareholders entity surviving such merger or consolidation is then a subsidiary, the ultimate parent thereof, (B) a merger or consolidation effected to implement a recapitalization of the Company approve (or similar transaction) in which no Person is or becomes a plan Beneficial Owner, directly or indirectly, of complete liquidation securities of the Company or an agreement for (not including in the sale or disposition securities beneficially owned by such Person any securities acquired directly from the Company (in one transaction or a series its affiliates) representing 25% or more of transactions) of all or substantially all the combined voting power of the Company's assets. then outstanding securities, or (C) a merger or consolidation of any direct or indirect subsidiary of the Company (y) for whom the Executive is not performing services at the time of such merger or consolidation or (z) that is not a majority shareholder of the corporation for whom the Executive is performing services at the time of such merger or consolidation. View More