Change In Control

Change In Control. Shall be deemed to have occurred if (a) the Company determines that any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), 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 stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, has become the "beneficial owner" (as defined in Rule 13d-3 under the... Exchange Act), directly or indirectly, of twenty (20%) percent or more of the outstanding Common Stock of the Company (provided, however, that a Change in Control shall not be deemed to have occurred if such person has become the beneficial owner of twenty (20%) percent or more of the outstanding Common Stock as the result of a sale of Common Stock by the Company that has been approved by the Board of Directors or pursuant to a plan of reorganization which has been confirmed by the U.S. District Court or Bankruptcy Court having jurisdiction of the Company's Chapter 11 case, Case No. 01-01139 (JJF), pursuant to an order of such Court which is final and nonappealable, and becomes effective); (b) individuals who are "Continuing Directors" (as defined below) cease to constitute a majority of any class of the Board of Directors; (c) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a "Corporate Transaction"), in each case, with respect to which the stockholders of the Company immediately prior to such Corporate Transaction do not, immediately after the Corporate Transaction, own fifty (50%) percent or more of the combined voting power of the corporation resulting from such Corporate Transaction; or (d) the stockholders of the Company approve a complete liquidation or dissolution of the Company. View More

Change In Control. During Participant's employment with the Company, at any time: (1) the Board of Directors or shareholders of the Company approve a consolidation or merger that results in the shareholders of the Company, immediately prior to the transaction giving rise to the consolidation or merger, owning less than 50% of the total combined voting power of all classes of equity securities entitled to vote of the surviving entity immediately after the consummation of the transaction giving rise to the merger... or consolidation; (2) the Board of Directors or shareholders of the Company approve the sale of substantially all of the assets of the Company or the liquidation or dissolution of the Company; (3) any person or other entity (other than the Company or a subsidiary of the Company or any the Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any common shares (or securities convertible into common shares) pursuant to a tender or exchange offer without the prior consent of the Board of Directors or becomes the beneficial owner of securities of the Company representing 35% or more of the voting power of the Company's outstanding securities; provided, however, any acquisition of 35% or more of the voting power of the Company's outstanding securities resulting, directly or indirectly, from the sale or sales by members of the family of D.M. Draime, including, but not limited to, the spouse of D.M. Draime and D.M. Draime's lineal descendants and their spouses and trusts for the benefit of any of the foregoing, with the prior consent of the Company's Board of Directors shall not be a Change in Control; or (4) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the Company's Board of Directors (together with any new directors whose (x) election by the Company's Board of Directors or (y) nomination for election by the Company's shareholders was (prior to the date of the proxy or consent solicitation relating to such nomination) approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the directors then in office View More

Change In Control. An acquisition of 50% or more of (i) the then-outstanding common stock or (ii) the combined voting power of the then-outstanding securities entitled to vote for directors by any person (but not including a restructuring or recapitalization by Company or an acquisition by a Company-sponsored employee benefit plan); a time when the continuing directors (that is, the directors who were serving when the severance agreement was executed or their duly recommended or endorsed successors) do not... constitute a majority of the Board of Directors; a business combination (such as a merger, consolidation, reorganization, or sale of all or substantially all of Company's assets), unless, following the business combination, the beneficial owners of Company's securities continue to beneficially own a majority of the outstanding securities of the resulting entity and this ownership is substantially in the same proportion as their ownership before the transaction; or approval by Company's stockholders of a complete liquidation or dissolution of Company. View More

Change In Control. A Change in Control (as defined in the Company's Stock Incentive Plan) occurs with respect to the Company or if an event set forth in any one of the following paragraphs occurs (provided that the following events shall be treated as a Change in Control solely with respect to Awards relating to Participating Subsidiary Equity of the Participating Subsidiary that is the subject of such event)

Change In Control. The same meaning as defined in the Company's 2003 Stock Incentive Plan, as may be amended and in effect from time to time

Change In Control. Upon a "Change in Control," as such term is defined in the Plan, all of your unvested Options shall immediately vest and become exercisable, provided you have remained in continuous employment with PRG-Schultz from the Grant Date until the time of the Change in Control

Change In Control. Shall be deemed to have occurred if: (i) any person (as defined in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof, including any "group" as defined in Section 13(d)(3) thereof (a "Person"), but excluding the Company, any Affiliate, any employee benefit plan sponsored or maintained by the Company or any Affiliate (including any trustee of such plan acting as trustee), and any Person who owns 20% or more of the total number of votes that may be cast for the... election of directors of the Company (the "Voting Shares") as of the Effective Date, becomes the beneficial owner of 35% of the "Voting Shares"; (ii) the Company undergoes any merger, consolidation, reorganization, recapitalization or other similar business transaction, sale of all or substantially all of the Company's assets or combination of the foregoing transactions (a "Transaction"), other than a Transaction involving only the Company and one or more Affiliates, and immediately following such Transaction the shareholders of the Company immediately prior to the Transaction do not continue to own at least a majority of the voting power in the resulting entity; (iii) the persons who are the original members of the Board pursuant to the Plan of Reorganization (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of members of the Board or the board of directors of any successor to the Company, provided that any director who was not a director as of the Effective Date shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least a majority of the directors who then qualified as Incumbent Directors, either actually or by prior operation of this definition; or (iv) the shareholders of the Company approve a plan of liquidation or dissolution of the Company, or any such plan is actually implemented View More

Change In Control. (a)"Change in Control" of the Company is deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (i) the consummation of the purchase by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the United States Securities Exchange Act of 1934, as amended, of ownership of fifty percent (50%) or more of either the total number of outstanding common stock of the Company of all classes of or the... combined voting power of the Company's then outstanding voting securities entitled to vote generally (but a change of control of Westell Technologies, Inc. shall not itself constitute a Change in Control of the Company); (ii) a reorganization, merger or consolidation of the Company, in each case, with respect to which persons who were shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally of the Company or the surviving or resulting entity (as the case may be); (iii) a sale of all or substantially all of the Company's assets. View More

Change In Control. Following the Effective Date and excluding the separation transaction pursuant to which the Company becomes a separate public corporation for the first time, a change in control of the Company

Change In Control. Shall be deemed to have occurred if either of the following events occur: 1 (a) Other than as approved in advance by a three-fourths (3/4) vote of the Whole Board [but only if a majority of the members of the Board then in office and acting upon such matter shall be Continuing Directors], a Business Combination (as such term is defined in Article Seventh of the Company's Amended Articles of Incorporation as in effect on the date of this Agreement); or (b) During any period of two consecutive... years, individuals who at the beginning of such period were members of the Board or thereafter were appointed by the Board or nominated by the Board for election by the Company's shareholders by a three-fourths (3/4) vote of the directors then still in office [but only if a majority of the members of the Board then in office and acting upon the matter either were directors at the beginning of the period or were previously so appointed or elected], cease for any reason to constitute a majority of the members of the Board. View More