Change In Control

Change In Control. After the date hereof (i) a public announcement shall be made or a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Act") disclosing that any Person (as defined below), other than Company or Parent or any employee benefit plan sponsored by Company or Parent, is the beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly, of twenty percent (20%) or more of... the total voting power represented by Company's or Parent's then outstanding voting common stock (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire voting common stock); or (ii) any Person, other than Company or Parent or any employee benefit plan sponsored by Company or Parent, shall purchase shares pursuant to a tender offer or exchange offer to acquire any voting common stock of Company or Parent (or securities convertible into such voting common stock) for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the beneficial owner directly or indirectly, of twenty percent (20%) or more of the total voting power represented by Company's or Parent's then outstanding voting common stock (all as calculated under clause (i)); or (iii) the stockholders of Company or Parent shall approve (A) any consolidation or merger of Company or Parent in which Company or Parent is not the continuing or surviving corporation (other than a merger of Company or Parent in which holders of the outstanding capital stock of Company or Parent immediately prior to the merger have the same proportionate ownership of the outstanding capital stock of the surviving corporation immediately after the merger as immediately before), or pursuant to which the outstanding capital stock of Company or Parent would be converted into cash, securities or other property, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of Company or Parent; or (iv) there shall have been a change in the composition of the Board of Directors of Company or Parent at any time during any consecutive twenty-four (24) month period such that "continuing directors" cease for any reason to constitute at least a majority of the Board unless the election, or the nomination for election of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of such period; or (v) the Board of Directors of Company or Parent, by a vote of a majority of all the Directors (excluding Employee) adopts a resolution to the effect that a "Change-in-Control" has occurred for purposes of this Agreement. View More

Change In Control. Any of the following events: (1) any person (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, (the "Exchange Act")) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than a subsidiary of the Company or any employee benefit plan (or any related trust) of the Company or a subsidiary, becomes the beneficial owner of 50% or more of the Company's outstanding voting shares and other outstanding voting securities that are... entitled to vote generally in the election of directors ("Voting Securities"); or (2) approval by the shareholders of the Company and consummation of either of the following: a. a merger, reorganization, consolidation or similar transaction (any of the foregoing, a "Merger") as a result of which the persons who were the respective beneficial owners of the outstanding Common Stock and/or the Voting Securities immediately before such Merger are not expected to beneficially own, immediately after such Merger, directly or indirectly, more than 50% of, respectively, the outstanding voting shares and the combined voting power of the voting securities resulting from such merger in substantially the same proportions as immediately before such Merger; or b. a plan of liquidation of the Company or a plan or agreement for the sale or other disposition of all or substantially all of the assets of the Company View More

Change In Control. Shall be deemed to have occurred if the common stock, $.10 par value, of the Company owned by KSA Industries, Inc., K.S. Adams, Jr., Nancy N. Adams, and their children and grandchildren is less in the aggregate than twenty percent (20%) of the then-total issued and outstanding common stock of the Company.

Change In Control. The term 'Change in Control' shall mean any of the following that occur after the Effective Date: (i) Ownership, whether direct or indirect, of shares in excess of twenty-five percent (25%) of the outstanding shares of common stock of the Company by a Person (as that term is used in Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than Simpson Estates; (ii) The occurrence of any transaction relating to the Company required to be described pursuant to the requirements of Item 5(f) of... Schedule 14(a) of Regulation 14(a) of the Securities Act of 1934 as promulgated by the Security and Exchange Commission; or (iii) Any change in the composition of the Board of Directors of the Company (the 'Board') over a two-year period which results in a majority of the then present directors of the Company not constituting a majority two years later, provided that in making such determination, directors who are elected by or upon the recommendation of the then current majority of the Board shall be excluded. View More

Change In Control. (i) The date any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person(s)) ownership of Common Stock possessing 51% or more of the total voting power of the Common Stock of the Company; (ii) Individuals who at any time during the term of this Agreement constitute the board of directors of the Company (the Incumbent Board) cease for any reason to constitute at least a... majority thereof, provided that any person becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii) considered as though such person were a member of the Incumbent Board; (iii) Any consolidation or merger to which the Company is a party, if following such consolidation or merger, shareholders of the Company immediately prior to such consolidation or merger shall not beneficially own securities representing at least 51% of the combined voting power of the outstanding voting securities of the surviving or continuing corporation; or (iv) Any sale, lease, exchange or other transfer (in one transaction or in a series of related transactions) of all, or substantially all, of the assets of the Company, other than to an entity (or entities) of which the Company or the shareholders of the Company immediately prior to such transaction beneficially own securities representing at least 51% of the combined voting power of the outstanding voting securities View More

Change In Control. Means and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any Person or group, other than Valero Energy or its Affiliates, becomes the beneficial owner, by way of merger, consolidation, recapitalization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership, (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the... Partnership, (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any person other than the Company or an Affiliate of the Company, (iv) a transaction resulting in a Person other than the Company, Valero Energy or one of their Affiliates being the general partner of the Partnership, (v) a transaction resulting in the general partner of the Partnership ceasing to be an Affiliate of Valero Energy, or (vi) a "Change in Control" as defined in the 2011 Omnibus Stock Incentive Plan of Valero Energy, as such plan may be amended, supplemented, restated or succeeded. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A, the transaction or event with respect to such Award must also constitute a "change in control event," as defined in Treasury Regulation §1.409A-3(i)(5), and as relates to the holder of such Award, to the extent required to comply with Section 409A. View More

Change In Control. For purposes of this Agreement, the term "change in control" shall mean (i) a merger, consolidation or other business combination in which any person or entity, including a "group" (as defined in Treasury Regulations promulgated under Section 409A of the Code, or any successor regulations thereto), other than the Company or any benefit plan of the Company, acquires ownership of an interest in the Company that, together with the interest held by such person, entity or group, constitutes more... than fifty percent (50%) of the total fair market value or total voting power of the Company; provided, however, that there shall not be a "change in control" under this subsection (i) unless there is a transfer or issuance of an interest in the Company and ownership interests in the Company remain outstanding after the transaction; (ii) any person or entity, including a group, other than the Company or any benefit plan of the Company, acquires, or has acquired during a twelve (12) month period, ownership of an interest in the Company possessing thirty-five percent (35%) or more of the combined voting power of the Company; (iii) during any twelve (12) month period, individuals who at the beginning of such period constitute the Directors cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's owners, of each Director first elected during such period was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of any such period; or (iv) a merger, consolidation or other business combination of the Company in which any person or entity, including a group, other than the Company or any benefit plan of the Company, acquires, or has acquired during a twelve (12) month period, assets of the Company having a total gross fair market value equal to forty percent (40%) or more of the total gross fair market value of all the assets of the Company immediately before such acquisition or acquisitions; provided, however, that there shall not be a "change of control" under this subsection (iv) if the transfer of assets is to an entity that is controlled immediately after the transfer by the Company or the owners of the Company (determined as provided in Treasury Regulations promulgated under Section 409A of the Code, or any successor regulations thereto). View More

Change In Control. (i) any merger, consolidation, share exchange or business combination involving the Company or any of its subsidiary Entities, (ii) a sale, lease, exchange, transfer or other disposition in a single transaction or a series of related transactions, of fifteen percent (15%) or more of the assets of the Company and its subsidiary Entities, taken as a whole, (iii) any issuance, purchase or sale of shares of capital stock or other securities representing fifteen percent (15%) or more of the voting... power of the capital stock of the Company or any of its subsidiary Entities, including, without limitation, by way of tender or exchange offer, in a single transaction or a series of related transactions, (iv) any reorganization, recapitalization, liquidation or dissolution of the Company, or (v) any change in the composition of a majority of the Board of Directors of the Company in a single transaction or a series of related transactions, unless, in each case, such transaction described in subsections (i) - (v) hereof was adopted and approved by the members of the Board of Directors of the Company (or new or additional members of the Board of Directors of the Company nominated or approved by such directors) in office at the time of the adoption of this Agreement by the Company. View More

Change In Control. Defined in the 2005 HomeTrust Deferred Compensation Plan, and shall be defined in the same manner for purposes of this Agreement. Any amendment to said Deferred Compensation Plan that modifies this definition shall be deemed to apply with equal force, effect, and timing to the definition of Change in Control for purposes of this Agreement, except that a modification that may adversely effect a Participant shall be ineffective as to the Participant unless he or she consents in writing to be... bound by the modification View More

Change In Control. A change in ownership, change in effective control, or a change in ownership of a substantial portion of the assets of the Bank or its holding company (if the Bank converts to the holding company form) as such terms are defined and interpreted under Section 409A of the Code