Change in Corporate Control

Change in Corporate Control. Means (1) the time of approval by the shareholders of the Company of (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which Shares would be converted into cash, securities or other property, other than a merger in which the holders of Stock immediately prior to the merger will have the same proportionate ownership of common stock of the surviving corporation immediately after the merger as before the merger, (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 the Company, or (C) adoption of any plan or proposal for the liquidation or dissolution of the Company, or (2) the date on which any "person" (as defined in Section 13(d) of the Exchange Act), other than the Company or a Subsidiary or employee benefit plan or trust maintained by the Company or any of its Subsidiaries shall become (together with its "affiliates" and "associates," as defined in Rule 12b-2 under the Exchange Act) the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 25% of the Stock outstanding at the time, without the prior approval of the Board of Directors of the Company. View More

Change in Corporate Control. Shall have the same meaning as set forth in Section 10.1(a) (but substituting "fifty percent (50%)" for "twenty percent (20%)") and Section 10.1(c) of the Equity Plan

Change in Corporate Control. The date on which any individual, corporation, partnership or other person or entity (together with its 'Affiliates' and 'Associates,' as defined in Rule 12b-2 under the Securities Exchange Act of 1934) 'beneficially owns' (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate 20% or more of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors of the Company.

Change in Corporate Control. Means any of the following events: (i) The acquisition in one or more transactions, including any merger or consolidation, of more than sixty six and two thirds (66.67%) of the Company's outstanding Common Shares (or the equivalent in voting power of any class or classes of securities of the Company entitled to vote in elections of trustees) by any company, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended); (ii) Any transfer... or sale of substantially all of the assets of the Company, or any merger or consolidation of the Company into or with another Company in which the Company is not the surviving entity; or (iii) During any period of 24 consecutive months ending after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Company ceasing for any reason to constitute at least a majority of the board of directors of the Company unless the appointment of the new directors is approved by a majority of the then board of directors. Provided, however, that no event shall constitute a Change in Corporate Control unless such event is also a "change in ownership", a "change in effective control" or a "change in the ownership of a substantial portion of the assets" of the Company, as determined in accordance with Section 409A of the Code, and the regulations and guidance issued thereunder. View More