Change In Control Definition Example with 191 Variations
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Change In Control. Shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said... Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets.View More
Change In Control. Shall be deemed to have occurred if (i) shall mean 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, following events: (1) any Person is or becomes the "Beneficial... Owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, directly or indirectly, of securities of the Company representing 20% 40% or more of either (a) the total then outstanding Common Stock of the Corporation (the "Outstanding Common Stock") or (b) the combined voting power represented of the then outstanding securities entitled to vote generally in the election of directors of the Corporation (the "Total Voting Power"); excluding, however, the following: (i) any acquisition by the Company's then outstanding Voting Securities, Corporation or any of its Controlled Affiliates, (ii) during any period acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any of two consecutive years, individuals its Controlled Affiliates and (iii) any Person who at becomes such a Beneficial Owner in connection with a transaction described in the beginning exclusion within paragraph (3) below; or (2) a change in the composition of such period constitute the Board and any new director whose election by such that the individuals who, as of the effective date of this Restricted Stock Unit Agreement, constitute 4 the Board (such individuals shall be hereinafter referred to as the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this definition, that any individual who becomes a director subsequent to such effective date, whose election, or nomination for election by the Company's shareholders Corporation's stockholders, was made or approved by a vote of at least two-thirds (2/3) a majority of the Incumbent Directors (or 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 approved) shall be considered a majority thereof, or (iii) the shareholders member of the Company approve Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person or legal entity other than the Board shall not be considered a member of the Incumbent Board; or (3) there is consummated a merger or consolidation of the Company with Corporation or any other corporation, other than a merger direct or consolidation that would result in the Voting Securities indirect Subsidiary of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding Corporation 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 other 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 Corporation ("Corporate Transaction"); excluding, however, such a Corporate Transaction (a) pursuant to which all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the Outstanding Common Stock and Total Voting Power immediately prior to such Corporate Transaction will Beneficially Own, directly or indirectly, more than 50%, respectively, of the outstanding common stock and the combined voting power of the then outstanding common stock and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Corporate Transaction of the Outstanding Common Stock and Total Voting Power, as the case may be, and (b) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries); or (4) the approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation. 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Change In Control. Shall be deemed to have occurred if 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 benefits plan of the Company Corporation or a corporation owned directly or indirectly by the shareholders of the Company Corporation in substantially the same proportions as their ownership of stock of the Company, is... or Corporation, hereafter becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company Corporation representing 20% twenty percent (20%) or more of the total voting power represented by the Company's such Corporation's then outstanding Voting Securities, 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 Corporation approve a merger or consolidation of the Company Corporation with any other corporation, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company Corporation 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% eighty percent (80%) of the total voting power represented by the Voting Securities voting securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company Corporation approve a plan of complete liquidation of the Company Corporation or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) Corporation of all or substantially all the Corporation's assets; or (iii) the composition of the Company's assets. Board of Directors at any time during any consecutive twenty-four (24) month period changes such that the Continuing Directors cease for any reason to constitute at least a seventy-five percent (75%) majority of the Board of Directors of the Corporation. View More
Change In Control. Shall be deemed to have occurred if the occurrence of any of the following events: (i) any "person" Any 'person' (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or Act)... becomes the "Beneficial Owner" 'beneficial owner' (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding Voting Securities, voting securities; or (ii) during any period The consummation of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election sale or disposition by the Board Company of all or nomination for election by substantially all of 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, assets; or (iii) the shareholders The consummation of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. consolidation View More
Change In Control. Shall A "Change in Control" shall occur or be deemed to have occurred only if any of the following events occur (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 "Exchange Act"), (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a any corporation owned directly or indirectly by the shareholders stockholders of... the Company in substantially the same proportions proportion as their ownership of stock of the Company, Company) is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule Rules 13d-3 and 13d-5 under said the Exchange Act), 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, or (ii) during any period securities (other than as a result of two consecutive years, individuals who at the beginning acquisitions of such period securities from the Company); (ii) individuals who, as of the date hereof, constitute the Board and (as of the date hereof the "Incumbent Board") cease for any new reason to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof 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 as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act 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, or member of the Incumbent Board; (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (B) a merger or consolidation effected to implement a re-capitalization of the shareholders Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 20% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation 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" shall occur or be deemed to have occurred only if any of the following events occur (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 "Exchange Act"), (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a any corporation owned directly or indirectly by the shareholders stockholders of... the Company in substantially the same proportions proportion as their ownership of stock of the Company, or the John J. King Trust or the Trustees of the John J. King Trust) is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule Rules 13d-3 and 13d-5 under said the Exchange Act), 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, or (ii) during any period securities (other than as a result of two consecutive years, individuals who at the beginning acquisitions of such period securities from the Company); (ii) individuals who, as of the date hereof, constitute the Board and (as of the date hereof the "Incumbent Board") cease for any new reason to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof 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 as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act 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, or member of the Incumbent Board; (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (B) a merger or consolidation effected to implement a re-capitalization of the shareholders Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 20% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation 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 shall be deemed to have occurred if (i) the event set forth in any "person" (as such term is used in Sections 13(d) and 14(d) one of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of following paragraphs shall have occurred after 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, Effective Date: (I) any Person is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% or more of either the total then outstanding shares of common stock of the Company or the combined voting power represented by of the Company's then outstanding Voting Securities, securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or (ii) during (II) the following individuals cease for any period reason to constitute a majority of two consecutive years, the number of directors then serving: individuals who at who, on the beginning of such period date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's 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 on the beginning of the period date hereof or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, approved; or (iii) the shareholders of the Company approve (III) there is consummated a merger or consolidation of the Company (including a triangular merger to which the Company is a party) with any other corporation, corporation other than (i) a merger or consolidation that which would result in the Voting Securities holders of voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent hold securities representing (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or any parent thereof) at least 80% 66 2/3% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities other than a Person who was such a Beneficial Owner prior to such recapitalization; or (IV) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 75% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, no "Change in Control" shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. The parties acknowledge and agree that for purposes of this Agreement a "Change in Control" occurred on October 2, 2006, as a result of the Plan of Reorganization of the Company that was confirmed by the U.S. Bankruptcy Court for the District of Delaware. Moreover, for the avoidance of doubt, the parties acknowledge and agree that a "Change in Control" did not occur when, as contemplated by the Plan of Reorganization, the shareholders of AHI approved the liquidation of AHI on or about July 18, 2007, or AHI was liquidated and dissolved on December 14, 2007, following the cancellation of all of the shares of the Company owned by AHI and issuance of new shares of common stock of the Company to the Asbestos Personal Injury Trust. View More
Change In Control. Shall shall be deemed to have occurred if (i) the event set forth in any "person" (as such term is used in Sections 13(d) and 14(d) one of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of following paragraphs shall have occurred after 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, Effective Date: (I) any Person is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% or more of either the total then outstanding shares of common stock of the Company or the combined voting power represented by of the Company's then outstanding Voting Securities, securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or (ii) during (II) the following individuals cease for any period reason to constitute a majority of two consecutive years, the number of directors then serving: individuals who at who, on the beginning of such period date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's 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 on the beginning of the period date hereof or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, approved; or (iii) the shareholders of the Company approve (III) there is consummated a merger or consolidation of the Company (including a triangular merger to which the Company is a party) with any other corporation, corporation other than (i) a merger or consolidation that which would result in the Voting Securities holders of voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent hold securities representing (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or any parent thereof) at least 80% 66 2/3% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities other than a Person who was such a Beneficial Owner prior to such recapitalization; or (IV) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 75% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, no "Change in Control" shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. The parties acknowledge and agree that for purposes of this Agreement a "Change in Control" occurred on October 2, 2006, as a result of the Plan of Reorganization of the Company that was confirmed by the U.S. Bankruptcy Court for the District of Delaware, on October 2, 2006. Moreover, for the avoidance of doubt, the parties acknowledge and agree that a "Change in Control" did not occur when, as contemplated by the Plan of Reorganization, the shareholders of AHI approved the liquidation of AHI on or about July 18, 2007, or AHI was liquidated and dissolved on December 14, 2007, following the cancellation of all of the shares of the Company owned by AHI and issuance of new shares of common stock of the Company to the Asbestos Personal Injury Trust. View More
Change In Control. Shall shall be deemed to have occurred if if: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of Person (other than the Securities Exchange Act of 1934, as amended), other than a Company, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company owned, directly or indirectly indirectly, by the shareholders stockholders of the Company immediately prior to the occurrence with respect to which... the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company, Company) acquires securities of the Company and immediately thereafter is the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or becomes arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the "Beneficial Owner" (as defined sixty (60)-day period referred to in Rule 13d-3 under said the Exchange 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 (except that an acquisition of original issue securities directly from the Company shall not be deemed an acquisition for purposes of this clause (i)); (ii) during any period of two consecutive years, 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 clause (i), (iii), or (iv) of this paragraph) 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 the beginning of the two-year period or whose election or nomination for election was previously so approved, approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority thereof, or of the Board; (iii) the shareholders consummation of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than (i) a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving or resulting entity) at least 80% more than 50% of the total combined voting power represented by the Voting Securities of the Company surviving or such surviving resulting entity outstanding immediately after such merger or consolidation, consolidation or (ii) a merger or consolidation in which no premium is intended to be paid to any shareholder participating in the shareholders merger or consolidation; (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company, in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; or (v) any other event occurs which the Board determines, in its discretion, would materially alter the structure of the Company or its ownership. View More
Change In Control. Shall shall be deemed to have occurred if (i) the event set forth in any "person" (as such term is used in Sections 13(d) and 14(d) one 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, following paragraphs shall have occurred:... (I) any Person is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or (ii) during (II) the following individuals cease for any period reason to constitute a majority of two consecutive years, the number of directors then serving: individuals who at who, on the beginning of such period date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at on the beginning of the period date hereof or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, approved or (iii) the shareholders of the Company approve recommended; or (III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) 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) entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 80% 50% of the total combined voting power represented by of the Voting Securities securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 20% or more of the combined voting power of the Company's then outstanding securities; or (IV) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. View More
Change In Control. Shall means, and will be deemed to have occurred if if, on or after the date of this Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions as their ownership of... stock of the Company, is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more than 40% of the total voting power represented by the Company's then outstanding Voting Securities, or Securities (as defined below), (ii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constitute constituted the Board and of Directors (including for this purpose any new director directors whose election by the Board of Directors or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) 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, approved) cease for any reason to constitute at least a majority thereof, of the Board of Directors, or (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation or business entity other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the shareholders stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) of all or substantially all of the Company's assets. View More
