Change In Control Definition Example with 191 Variations

Change In Control. Shall be deemed to have occurred if (i) means an event or occurrence set forth in any "person" (as such term is used in Sections 13(d) and 14(d) one or more of subsections (a) through (c) below: (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition,... such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then-outstanding 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 subsection (a), the following acquisitions shall not constitute a trustee Change in Control: (i) any acquisition directly from the Company, or other fiduciary holding securities under an (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (b) the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a corporation owned directly sale or indirectly by other disposition of all or substantially all of the shareholders assets of the Company in one or a series of related transactions (a "Business Combination"), other than a Business Combination in which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, immediately following such Business Combination, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of stock ownership, immediately prior to such Business Combination, 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 Outstanding Company representing 20% or more of the total voting power represented by the Company's then outstanding Common Stock and Outstanding Company 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. respectively. 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Change In Control. Shall be deemed to have occurred if (i) an event or occurrence set forth in any "person" (as such term is used in Sections 13(d) and 14(d) one or more of subsections (a) through (c) below: (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such... Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then-outstanding 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 subsection (a), the following acquisitions shall not constitute a trustee Change in Control: (i) any acquisition directly from the Company, or other fiduciary holding securities under an (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (b) the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a corporation owned directly sale or indirectly by other disposition of all or substantially all of the shareholders assets of the Company in one or a series of related transactions (a "Business Combination"), other than a Business Combination in which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, immediately following such Business Combination, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of stock ownership, immediately prior to such Business Combination, 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 Outstanding Company representing 20% or more of the total voting power represented by the Company's then outstanding Common Stock and Outstanding Company 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. respectively. 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Change In Control. Shall be deemed to have occurred if (i) the occurrence of any "person" of the following events: (1) 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 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 voting securities and within three years from the beginning date of such period constitute acquisition, a merger or consolidation of the Company with or into the person (or affiliate thereof) holding such beneficial ownership of securities of the Company is consummated; or (2) the consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; (3) a change in the composition of the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by occurring within a vote two-year period, as a result of at least two-thirds (2/3) which fewer than a majority of the directors then still in office who either were directors at are Incumbent Directors; or (4) the beginning consummation 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 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 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) 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 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 following events: (i) Change 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 Board. 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 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 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 Corporation with any other corporation, entity, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company Corporation outstanding immediately prior thereto to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than 51% of the total combined voting power represented by the Voting Securities of the Company or such voting securities of the surviving entity outstanding immediately after such merger or consolidation, or consolidation and with the shareholders power to elect at least a majority of the Company approve board of directors or other governing body of such surviving entity; and (iii) Liquidation. The approval by the stockholders of the Corporation of 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 of the Company's Corporation's assets. View More

Change In Control. Shall be deemed to have occurred if (i) (a) any "person" (as such term is used in Sections 13(d) and 14(d) Person or Persons acting together, excluding the employee benefit plans of the Securities Company, acquire or become the 'beneficial owner' (as defined in Rules 13d-3 and 13d-5 under the 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 any successor provisions thereto),... 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% fifty one percent (51%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, securities; (b) the Company consummates a merger, consolidation, share exchange, division 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 other reorganization 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 transaction of the Company approve ( a merger or consolidation of the Company 'Fundamental Transaction') with any other corporation, other than a merger or consolidation that Fundamental Transaction 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% sixty percent (60%) of the total combined voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger Fundamental Transaction of (A) the Company's outstanding securities, (B) the surviving entity's outstanding securities or consolidation, or (C) in the case of a division, the outstanding securities of each entity resulting from the division; (c) the shareholders of the Company approve a plan of complete liquidation or winding-up of the Company or an agreement for the Company consummates 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 (d) during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company's shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board View More

Change In Control. Shall The occurrence of any of the following events on or after the effective date of this Agreement: (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who in the aggregate owned less than 25% of the Company's combined... voting power represented by the Company's outstanding securities immediately prior to such merger, consolidation or other reorganization; (ii) The sale, transfer or other disposition of all or substantially all of the Company's assets; (iii) A change in the composition of the Company's Board of Directors (the 'Board') over a period of twenty-four (24) consecutive months or less such that a majority of the Board members (rounded up to the next whole number) cease, by reason of one or more proxy contests for the election of directors, to be deemed comprised of individuals who either (i) have been directors continuously since the beginning of such period or (ii) have been elected or nominated for election as directors during such period by at least a majority of the directors described in clause (i) who were still in office at the time such election or nomination was approved by the Board; (iv) The stockholders of the Company approve the dissolution or liquidation of the Company or the commencement by or against the Company of any case under the federal bankruptcy laws or any other proceeding under any other laws relating to bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor relief or there is an involuntary dissolution of the Company; or (v) Any transaction as a result of which any person is the 'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of this Paragraph (v), the term 'person' shall have occurred if (i) any "person" (as such term is the same meaning as when used in Sections sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a but shall exclude: (A) A trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary of the Company; (B) A corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions as their ownership of the common 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 Company; 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 (C) The Company. A transaction shall not constitute a majority thereof, or (iii) Change in Control if its sole purpose is to change 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 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 transaction. View More

Change In Control. Shall means the occurrence of any of the following events on or after the effective date of this Agreement: (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who in the aggregate owned less than 25% of the Company's... combined voting power represented by the Company's outstanding securities immediately prior to such merger, consolidation or other reorganization; (ii) The sale, transfer or other disposition of all or substantially all of the Company's assets; (iii) A change in the composition of the Company's Board of Directors (the "Board") over a period of twenty-four (24) consecutive months or less such that a majority of the Board members (rounded up to the next whole number) cease, by reason of one or more proxy contests for the election of directors, to be deemed comprised of individuals who either (i) have been directors continuously since the beginning of such period or (ii) have been elected or nominated for election as directors during such period by at least a majority of the directors described in clause (i) who were still in office at the time such election or nomination was approved by the Board; (iv) The stockholders of the Company approve the dissolution or liquidation of the Company or the commencement by or against the Company of any case under the federal bankruptcy laws or any other proceeding under any other laws relating to bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor relief or there is an involuntary dissolution of the Company; or (v) Any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of this Paragraph (v), the term "person" shall have occurred if (i) any "person" (as such term is the same meaning as when used in Sections sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a but shall exclude: (A) A trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary of the Company; (B) A corporation owned directly or indirectly by the shareholders stockholders of the Company in substantially the same proportions as their ownership of the common 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 Company; 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 (C) The Company. A transaction shall not constitute a majority thereof, or (iii) Change in Control if its sole purpose is to change 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 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 transaction. View More

Change In Control. Shall be deemed to have occurred if means the occurrence of any of the following events on or after the effective date of this Agreement: (i) When 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 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, amended, is or becomes the "Beneficial Owner" "beneficial owner" (as defined in Rule 13d-3 under said Act), the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing 20% thirty percent (30%) or more of the total combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) during securities entitled to vote generally in the election of directors, other than the following persons: (A) the Company, (B) a subsidiary of the Company, (C) a Company employee benefit plan, including any period of two consecutive years, individuals who at the beginning trustee of such period constitute plan acting as trustee, or (D) any person who, as of the Board effective date of this Agreement, has publicly disclosed in filings with the Securities and any new director whose election by Exchange Commission the Board or nomination for election by beneficial ownership of more than 5% of the combined voting power of the Company's shareholders was approved by a outstanding securities entitled to vote generally in the election 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 directors; (ii) The 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 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 fifty percent (50%) of the total voting power represented by the Voting Securities 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 one transaction of all or substantially all the Company's assets;. (iii) A change in the composition of the Board of Directors of the Company, as a series result of transactions) which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the effective date of this Agreement, or (B) are elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); (iv) The sale, transfer or other disposition of all or substantially all of the Company's assets. assets; or (v) The stockholders of the Company approve the dissolution or liquidation of the Company; A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's 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 transaction. View More

Change In Control. Shall be deemed to have occurred if (i) the occurrence of any "person" (as of the following events: (a) Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other (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, is or becomes Company) becoming 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 than 50% of the total combined voting power represented by of the Company's then outstanding Voting Securities, or (ii) securities; (b) the date the individuals who, during any period of two consecutive years, individuals who at the beginning of such period twelve month period, constitute the Board and board (the "Incumbent Board") cease for any new reason to constitute at least a majority of the Board, provided that any person becoming a director during the twelve month period whose election by the Board election, or nomination for election by the Company's shareholders stockholders, was approved by a vote of at least two-thirds (2/3) a majority of the directors then still in office who either were directors at comprising the beginning of the period or whose Incumbent Board (other than an election or nomination for of an individual whose initial assumption of office is in connection with an actual or threatened election was previously so approved, cease for any reason contest relating to constitute a majority thereof, or (iii) the shareholders election of the Company approve directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; (c) a merger or consolidation of the Company approved by the stockholders 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% or more 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 the shareholders (ii) a merger or consolidation effected to implement a re-capitalization of the Company approve a plan of complete liquidation (or similar transaction) in which no Person acquires more than 50% of the Company combined voting power of the Company's then outstanding securities; or an agreement for the (d) a sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets of the Company View More

Change In Control. Shall means a change in control of the Company occurring after the date of this Agreement of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to... have occurred if after the date 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, Act, as amended), 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 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 the 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, securities (other than any such person or any affiliate thereof that is such a 20% beneficial owner as of the date hereof) without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) there occurs a proxy contest, or the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (a)(ii) of this Section 16, individuals who at the beginning of such period constitute constituted the Board and of Directors (including for this purpose any new director whose election by the Board or nomination for election by the Company's shareholders stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, such period) cease for any reason to constitute at least a majority thereof, or (iii) the shareholders of the Company approve a merger Board of Directors. A Change in Control shall not be deemed to have occurred under item (i) above if the "person" described under item (i) is entitled to report its ownership on Schedule 13G promulgated under the Act and such person is able to represent that it acquired such securities in the ordinary course of its business and not with the purpose nor with the effect of changing or consolidation influencing the control of the Company Company, nor in connection with or as a participant in any other corporation, other than a merger transaction having such purpose or consolidation that would result effect. If the "person" referred to in the Voting Securities previous sentence would at any time not be entitled to continue to report such ownership on Schedule 13G pursuant to Rule 13d-1(b)(3)(i)(B) of the Company outstanding immediately prior thereto continuing Act, then a Change in Control shall be deemed to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) have occurred 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. time. View More