Change in Effective Control

Change in Effective Control. A Change in Effective Control occurs if: (i) during a twelve (12) month period (ending on the date of the most recent acquisition by such person or group) a person or more than one person acting as a group acquires stock representing thirty percent (30%) or more of the total voting power of the stock of the corporation; or (ii) during a twelve (12) month period a majority of the members of the board of directors of the corporation is replaced by directors not endorsed by the persons who were... members of the board before the new directors' appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi). View More

Change in Effective Control. Notwithstanding that the corporation has not undergone a Change in Ownership, a Change in Effective Control of the corporation occurs on the date that either: (A) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of the corporation; or (B) A majority of... members of the Board of Directors of the corporation is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that for purposes of this paragraph (B) the term corporation refers solely to the relevant corporation identified above in subsection (a)(i)(A) for which no other corporation is a majority shareholder for purposes of that paragraph. A Change in Effective Control also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control under subsections (a)(ii) or (a)(iv) of this definition. If any one Person, or more than one Person acting as a group, is considered to effectively control a corporation (within the meaning of this subsection (a)(iii)), the acquisition of additional control of the corporation by the same Person or Persons is not considered to cause a Change in Effective Control of the corporation (or to cause a Change in Ownership of the corporation within the meaning of subsection (a)(ii)). View More

Change in Effective Control. Shall be deemed to have occurred on the date either (A) one person (or group) acquires (or has acquired during the preceding 12 months) ownership of stock of the Company possessing 30% or more of the total voting power of the Company's stock or (B) a majority of the Company's Board of Directors is replaced during any 12 month period by directors whose election is not endorsed by a majority of the members of the Company's Board of Directors prior to such election