Change In Control

Change In Control. 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 (the "Exchange Act") (other than PTC, any trustee or other fiduciary holding securities under an employee benefit plan of PTC, or any corporation owned directly or indirectly by the stockholders of PTC in substantially the same proportion as their ownership of stock in PTC) is or becomes the "beneficial owner" (as defined in Rule... 13d-3 under the Exchange Act), directly or indirectly, of securities of PTC representing fifty percent (50%) or more of the combined voting power of PTC's then outstanding securities (other than as a result of acquisitions of such securities from PTC); (ii) individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by PTC's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of PTC) shall be, for purposes of this Agreement, considered to be a member of the Incumbent Board; (iii) the consummation of a merger, share exchange or consolidation of PTC or any subsidiary of PTC with any other entity (each a "Business Combination"), other than (A) a Business Combination that would result in the voting securities of PTC outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of PTC or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of PTC's assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (B) a merger, share exchange or consolidation effected to implement a recapitalization of PTC (or similar transaction) in which no "person" (as defined above) is or becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of PTC's then outstanding securities; or (iv) the stockholders of PTC approve (A) a plan of complete liquidation of PTC; or (B) an agreement for the sale or disposition by PTC of all or substantially all of PTC's assets but excluding a sale or spin-off of a product line, business unit or line of business of PTC if the remaining business is significant as determined by the Board in its sole discretion. View More

Change In Control. The same meaning as given to that term in the PPG Industries, Inc. Deferred Compensation Plan for Directors, as such plan may be amended from time to time.

Change In Control. An event or transaction described in Subparagraph (a), (b), (c) or (d) of Paragraph 3

Change In Control. An event or transaction described in Subparagraph (a), (b), (c) or (d) of Paragraph 3 (without regard to the 30- and 365-day periods also described in those Subparagraphs)

Change In Control. An event or transaction described under Paragraph 12 "Change of Control", subparagraphs (a), (b) and (c) of this Agreement

Change In Control. An event or transaction described in Subparagraph (a), (b), (c) or (d) of Paragraph 3 (without regard to the thirty (30) and three hundred sixty-five (365) day periods also described in those Subparagraphs)

Change In Control. The meaning ascribed thereto in the form of the Management Continuity Agreement by and between the Company and certain of its directors and officers, as it may be amended from time to time and referenced in the exhibit list of the Company's most recent Annual Report on Form 10-K (the Management Continuity Agreement)

Change In Control. Change in Control shall have the meaning set forth in the PNM Resources, Inc. Officer Retention Plan, as it may be amended from time to time.

Change In Control. Shall mean an event that constitutes a "change in control" as defined in Parent's LTIP, except that, solely for purposes of determining whether Employee is eligible for benefits under this Agreement due to a termination of employment occurring after a Potential Change in Control, but prior to the occurrence of a Change in Control, an event shall only constitute a Change in Control if it both qualifies as such under Parent's LTIP and is a change in the ownership or effective control or in the... ownership of a substantial portion of the assets of the Parent for purposes of Section 409A of the Code. Any modification to the definition of "change in control" in Parent's LTIP (including by virtue of the adoption by the Parent of a successor plan thereto setting forth a modified definition of "change in control") adopted after the Effective Date shall apply for purposes of this Agreement, except that any modification to such definition adopted on or after, or within 180 days prior to, a Change in Control or Potential Change in Control shall not apply in determining the definition of such term under this Agreement unless such amendment is favorable to Employee. View More

Change In Control. Shall mean the occurrence of any of the following: (i) The Board of Directors of the Bank or Parent, shall approve (A) a merger or consolidation (or series of mergers and consolidations) of the Bank or Parent with any other corporation other than (1) a merger or consolidation (or series of mergers and consolidations) which would result in the voting stock (as described in paragraph (ii) of this subsection) of the Bank or Parent outstanding immediately prior thereto continuing to represent... (either by remaining outstanding or by being converted into voting stock of the surviving entity) more than 80% of the combined voting power of the voting stock of the Bank or Parent (or such surviving entity) outstanding immediately after such merger or consolidation, or (2) a merger or consolidation effected to implement a recapitalization of the Bank or Parent (or similar transaction) in which no "person" (as defined in paragraph (ii) of this subsection) acquires more than 20 percent of the combined voting power of the then outstanding securities of the Bank or Parent, or (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Bank or Parent, or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Bank; (ii) Any person (as such term is defined in Section 3(a)(9) and Section 13(d)(3) of the Exchange Act), corporation, or other entity (other than the Bank, Parent, or any benefit plan, including, but not limited to, any employee stock ownership plan, sponsored by the Bank, Parent, or any subsidiary) shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 20 percent or more of the combined voting power of the then outstanding securities of the Bank or Parent ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire such securities); or (iii) During any period of two consecutive calendar years, individuals who at the beginning of such period constitute the entire Board of Directors of the Bank or Parent, and any new director (excluding a director designated by a person who has entered into an agreement with the Bank or Parent to effect a transaction described in paragraph (i) or (ii) of this subsection) whose election by the Board of Directors or nomination for election by the shareholders of the Bank or Parent was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the 2 beginning of the period or whose election or nomination for election was previously so approved ("Incumbent Board"), shall cease for any reason to constitute a majority thereof. View More