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 means the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), Act), other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned owned, directly or indirectly indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their... ownership of stock of the Company, is or Company 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% 45% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (ii) during any period of two twenty-four (24) consecutive years, months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the 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 subparagraphs (i), (ii) or (iii)) whose election by the Board or nomination for election by the Company's shareholders Board or by the stockholders of the Company 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 such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, thereof; or (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (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 entity) at least 80% 50% of the total combined voting power represented by the Voting Securities securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the shareholders Company (or similar transaction) in which no "person" (as hereinabove defined) acquires 45% or more 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 be deemed to have occurred if (b) "Change in Control" means the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), Act), other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned owned, directly or indirectly indirectly, by the shareholders stockholders of the Company in substantially the same... proportions as their ownership of stock of the Company, is or Company 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% 45% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (ii) during any period of two twenty-four (24) consecutive years, months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the 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 subparagraphs (i), (ii) or (iii)) whose election by the Board or nomination for election by the Company's shareholders Board or by the stockholders of the Company 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 such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, thereof; or (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (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 entity) at least 80% 50% of the total combined voting power represented by the Voting Securities securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the shareholders Company (or similar transaction) in which no "person" (as hereinabove defined) acquires 45% or more 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 be deemed to have occurred if means the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), Act), other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned owned, directly or indirectly indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their... ownership of stock of the Company, is or Company 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% 45% or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or securities; (ii) during any period of two twenty-four (24) consecutive years, months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the 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 subparagraphs (i), (ii) or (iii)) whose election by the Board or nomination for election by the Company's shareholders Board or by the stockholders of the Company 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 such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, thereof; or (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (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 entity) at least 80% 50% of the total combined voting power represented by the Voting Securities securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the shareholders Company (or similar transaction) in which no "person" (as hereinabove defined) acquires 45% or more 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 be deemed to have occurred if the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any "person" 'person' (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act) (an '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 Person') 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% or more than fifty percent (50%) of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities other than by virtue of a merger, consolidation or (ii) during any period of two consecutive years, individuals who at similar transaction. Notwithstanding 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 foregoing, a vote of at least two-thirds (2/3) Change in Control shall not be deemed to occur (A) on account of the directors then still in office who either were directors at the beginning acquisition of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders securities of the Company approve by any institutional investor, any affiliate thereof or any other Exchange Act Person that acquires the Company's securities in a merger transaction or series of 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 a result of a repurchase or other acquisition of voting securities by the Company reducing the number of voting securities 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 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 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, directly or indirectly, either (A) outstanding or by being converted into Voting Securities voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity) at least 80% entity in such merger, consolidation or similar transaction or (B) more than fifty percent (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 in 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, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company 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 stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale, lease, license or 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 Company View More
Change In Control. Shall A "Change in Control" shall be deemed to have occurred if if: (i) any "person" (as "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), amended, and the rules and regulations thereunder (the "Exchange Act"), other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Company; (b) a corporation owned owned, directly or indirectly indirectly, by the shareholders stockholders of the... Company in substantially the same proportions as their ownership of stock of the Company, is Company; or (c) any current beneficial stockholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership, within the meaning of Rule 13d-3 of the Exchange Act, of securities possessing more than 50% of the total combined voting power of the Company's outstanding securities; hereafter becomes the "Beneficial Owner" (as "beneficial owner," as defined in Rule 13d-3 under said Act), of the Exchange Act, directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by the Company's then outstanding Voting Securities, or Securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, thereof; or (iii) the shareholders stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in Company, in one transaction or a series of transactions) transactions, of all or substantially all of the Company's assets. View More
Change In Control. Shall be deemed any of the following: (i) the merger or consolidation of the Company with, or the sale or disposition of all or substantially all of the assets of the Company to, any person other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to have occurred if (i) any "person" represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity)... fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation; or (B) a merger or capitalization effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly (as such term is used in Sections 13(d) and 14(d) of determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), other 1934), of securities representing more than a trustee the amounts set forth in (ii) below; (ii) the acquisition of direct or other fiduciary holding securities indirect beneficial ownership (as determined 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 promulgated under said Act), directly or indirectly, the Securities Exchange Act of 1934), in the aggregate, of securities of the Company representing 20% thirty-five percent (35%) or more of the total combined voting power represented by of the Company's then issued and outstanding Voting Securities, voting securities by any person acting in concert; or (ii) (iii) during any period of two consecutive years, not more than twelve (12) months, individuals who at the beginning of such period constitute the Board of Directors of the Company (referred to herein as 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 at least a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. thereof. View More
Change In Control. Shall be deemed the occurrence of any of the following: (A) the merger or consolidation of the Company with, or the sale or disposition of all or at least sixty-six percent (66%) of the total gross fair market value of the assets of the Company immediately prior to have occurred if (i) the acquisition by a non-related third party (determined without regard to any "person" (as liabilities associated with such term is used in Sections 13(d) and 14(d) assets) to, any person or entity or group of... associated persons or entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), 1934 (the "Exchange Act")) (a "Person") other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation; or (b) a merger or capitalization effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Exchange Act), of securities representing more than the amounts set forth in (B) below; (B) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), in the aggregate, of securities of the Company representing thirty-five percent (35%) or more of the total combined voting power of the Company's then issued and outstanding voting securities by any Person (other than the Company or any of its subsidiaries, 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 of the Company in substantially the same proportions as their ownership of stock Common Stock of the Company, is Company) acting in concert; 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) (C) during any period of two consecutive years, not more than twelve (12) months, individuals who at the beginning of such period 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) 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 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. thereof. 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), 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 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% or more than fifty percent (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, individuals 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(b)(i), 2(b)(iii) or 2(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 fifty percent (50%) of the total combined voting power represented by the Voting Securities of the Company or such voting securities of the surviving entity outstanding immediately after such merger or consolidation, consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) Liquidation. The approval by the shareholders stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement 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 (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, whether or not the Company is then subject to such reporting requirement. View More
Change In Control. Shall be deemed to have occurred if the occurrence of any of the following events: (i) any Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or Act) becomes the ... class="diff-color-red">"Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding Voting Securities, voting securities; or (ii) during any period A 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 by occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" will mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board or nomination for election by with the Company's shareholders was approved by a vote affirmative votes of at least two-thirds (2/3) a majority of the directors then still in office who either were directors Incumbent Directors at the beginning time of the period such election or nomination (but will not include an individual whose election or nomination for is in connection with an actual or threatened proxy contest relating to the election was previously so approved, cease for any reason of directors to constitute a majority thereof, the Company); or (iii) the shareholders The consummation of the sale or disposition by the Company approve of all or substantially all of the Company's assets; or (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. consolidation View More
Change In Control. Shall 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), amended (the "Exchange Act")), other than any shareholder (and/or affiliate of such shareholder) on the date of this Agreement 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, is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, indirectly of securities of the Company representing 20% 15 percent or more of the total voting power represented by the Company's then outstanding Voting Securities, Securities (such person being hereinafter referred to as an "Acquiring Person"), or (ii) during any period of two consecutive years, 24-consecutive-month period, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's shareholders 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 which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) entry) at least 80% 80 percent 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 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
