Change Of Control

Change Of Control. Shall mean the occurrence of Means: (i) 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) amended), becomes the "beneficial owner" "Beneficial Owner" (as defined in Rule 13d-3 under said Act), the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing fifty percent (50%) or more than 50% of the total voting power represented by the Company's... then outstanding voting securities; securities (excluding for this purpose any such voting securities held by the Company, or any affiliate, parent or subsidiary of the Company or any employee benefit plan of the Company) pursuant to a transaction or a series of transactions which the Company's Board of Directors does not approve; (ii) A a merger or consolidation of the Company with any other corporation, other than a merger Company, whether or consolidation that would result not approved by the Company's Board of Directors, which results in the voting securities of the Company outstanding immediately prior thereto continuing failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) at least 50% of either (i) the total combined voting power represented by of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) The approval by consolidation or (ii) the shareholders total fair market value of the Company of a plan of complete liquidation securities of the Company or an agreement for such surviving entity outstanding immediately after such merger or consolidation; (iii) the sale or disposition by the Company of all or substantially all of the Company's assets; assets (or consummation of any transaction having similar effect) provided that the sale or disposition is of more than two-thirds (2/3) of the assets of the Company; or (iv) A change in the composition date a majority of the Board, members of the Company's Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or election; provided, however, that no individual initially appointed or elected to the Company's Board of Directors as a result of which fewer an actual or threatened election contest with respect to the Company's Board of Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Company's Board of Directors shall be deemed to be endorsed by a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors members of the Company as Company's Board of Directors. In any case, a Change of Control under this Section 11(b) must also meet the requirements of a change in ownership or effective control, or a sale of a substantial portion of the date hereof, or (B) are elected, or nominated for election, to the Board Company's assets in accordance with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors Section 409A(a)(2)(A)(v) of the Company. Code and the applicable provisions of Treasury Regulation § 1.409A-3. View More

Change Of Control. Shall mean Means the occurrence of any of the following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) events after the Effective Date: i. The acquisition by any Person or group of the ultimate beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) becomes amended (the "Exchange Act")) of more than 50% of the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of then... outstanding securities of the Company representing fifty percent (50%) or more entitled to vote generally in the election of directors; excluding, however, the following: (A) any acquisition directly from the Company (other than any acquisition by virtue of the total voting power represented exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was itself acquired directly from the Company); (B) any acquisition by the Company; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlled by the Company; (D) any acquisition by the Participant, by all Participant-Related Party (as defined herein) or by a group of which the Participant is a member; or (E) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C); or 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, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or iii. A Corporate Transaction, unless (A) securities representing more than 50% of the then outstanding voting securities; (ii) A merger or consolidation securities entitled to vote generally in the election of directors of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of corporation resulting from or surviving such Corporate Transaction (or the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities ultimate parent of the Company or such surviving entity outstanding immediately corporation after such merger Corporate Transaction) are beneficially owned subsequent to such Corporate Transaction by the Person or consolidation; (iii) Persons who were the beneficial owners of the outstanding securities of the Company entitled to vote generally in the election of directors immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction, (B) no Person (excluding any corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company of such corporation resulting from such Corporate Transaction) ultimately beneficially owns, directly or indirectly, more than 50% of the then outstanding securities entitled to vote generally in the election of directors of the 2 Company or the corporation resulting from or surviving such Corporate Transaction (or the ultimate parent of the Company or such corporation after such Corporate Transaction) except to the extent that such ownership existed prior to the Corporate Transaction; and (C) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or iv. The approval sale, transfer or other disposition of all or substantially all of the assets of the Company; or v. Approval by the shareholders of the Company of a plan of complete liquidation or dissolution of the Company. Notwithstanding the foregoing, if a Change of Control occurs, no subsequent event or condition shall constitute a Change of Control hereunder. For purposes of this definition of "Change of Control," securities entitled to vote generally in the election of directors that are issuable upon the exercise of an exercise, conversion or exchange right shall be deemed to be outstanding. In addition, for purposes of this definition of Change of Control, the following terms have the meanings set forth below: A "Corporate Transaction" means a reorganization, recapitalization, merger or consolidation of the Company. A Person shall be deemed to be the "owner" of any securities of which such Person would be the "beneficial owner," as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act. "Person" has the meaning used in Rule 13d of the Exchange Act, except that "Person" does not include (i) the Participant, a Participant-Related Party, or any group of which the Participant or Participant-Related Party is a member, or (ii) the Company or a wholly owned subsidiary of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (iv) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors employee benefit plan (or related trust) of the Company as or of a wholly owned subsidiary. A "Participant-Related Party" means any affiliate or associate of the date hereof, Participant other than the Company or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors subsidiary of the Company. The terms "affiliate" and "associate" have the meanings given in Rule 12b-2 under the Exchange Act; the term "registrant" in the definition of "associate" means, in this case, the Company. View More

Change Of Control. Shall mean Means the occurrence of any of the following events: (i) Any any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), owner", directly or indirectly, of securities of the Parent Company representing more than fifty percent (50%) or more (50) % of the total voting power represented by the Parent Company's then outstanding voting securities; (ii) A the... consummation by the Parent Company of a merger or consolidation of the Parent Company with any other corporation, other than a merger or consolidation that which would result in the voting securities of the Parent Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of (50%)of the total voting power represented by the voting securities of the Parent Company or such surviving entity outstanding immediately after such merger or consolidation; consolidation (in substantially the same proportions relative to each other as immediately prior to the transaction); or (iii) The approval by the shareholders consummation of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Parent Company of all or substantially all of the Parent Company's assets; assets (it being understood that the sale or (iv) A change in the composition spinoff of one or more (but not all material) divisions of the Board, as a result Parent Company shall not constitute the sale or disposition of which fewer than a majority all or substantially all of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors Parent Company's assets). Further and for the avoidance of doubt, a transaction will not constitute a Change of Control if: (i) its sole purpose is to change the state of the Company as of Parent Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the date hereof, or (B) are elected, or nominated for election, to same proportions by the Board with persons who held the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. Parent Company's securities immediately before such transaction. View More

Change Of Control. Means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) (A) any reorganization, recapitalization or reclassification of the shares of Common Stock Stock, in which holders of the Company's voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly... traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or or entities with the authority or voting power necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization entities, or reclassification, or (iii) (B) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries. Company. View More

Change Of Control. Means , (i) any Fundamental Transaction other than (i) with respect to the Parent or (ii) any merger sale of the Company assets or any Equity Interests of its, direct one or indirect, wholly-owned Subsidiaries with or into any more of the foregoing Persons, Subsidiaries of the Parent which, when taken together, shall constitute the sale of all or substantially all of the assets of the Parent (as defined under the laws of the State of New York) other than, in each of (i) and (ii) (x) any... reorganization, recapitalization or reclassification of the shares of Common Stock in which the voting power of the holders of the Company's voting power such Common Stock immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or or entities with the authority or voting power necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such 15 entity or entities) after such reorganization, recapitalization entities, or reclassification, or (iii) (y) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the such Company or Subsidiary thereof or (z) any of its Subsidiaries. Permitted Asset Sale. View More

Change Of Control. Means , (i) any Fundamental Transaction other than (i) with respect to the Parent or (ii) any merger sale of the Company assets or any Equity Interests of its, direct one or indirect, wholly-owned Subsidiaries with or into any more of the foregoing Persons, Subsidiaries of the Parent which, when taken together, shall constitute the sale of all or substantially all of the assets of the Parent (as defined under the laws of the State of New York) other than, in each of (i) and (ii) (x) any... reorganization, recapitalization or reclassification of the shares of Common Stock in which the voting power of the holders of the Company's voting power such Common Stock immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or or entities with the authority or voting power necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization entities, or reclassification, or (iii) (y) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the such Company or Subsidiary thereof or (z) any of its Subsidiaries. Permitted Asset Sale. View More

Change Of Control. Means any one Any of the following events: (a) events described in paragraphs (i) through (iii) below. (i) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Employer Bank or the Holding Company, if, after the transaction, the acquiring person (or persons) owns, controls or holds with power to vote twenty-five more than fifty percent (25%) or more (50%) of any class of voting securities of either the Employer Bank or the Company,... as Holding Company; (ii) the case may be; (b) approval by the shareholders of the Bank or the Holding Company of a reorganization, merger or consolidation, with respect to which persons who were the shareholders of the Bank or the Holding 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 in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities; (iii) the sale, transfer or assignment of all or substantially all of the assets of the Bank or the Holding Company to any third party; or (iv) within any twelve-month period (beginning on or after the Effective Date) period, the persons who were directors of either the Employer or the Holding Company immediately before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of such board Board of directors; Directors; provided that any director who was not a director as of the beginning of such twelve-month period Effective Date shall be deemed to be an Incumbent Director if that director were was elected to such board Board of directors Directors by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors shall be deemed to be an Incumbent Director; (c) a reorganization, merger, share exchange combination, or consolidation, with respect to which persons who were provided, however, that for the stockholders avoidance of doubt, the closing of the Employer Merger will not constitute a Change of Control under this Agreement; provided, further, that any subsequent merger, consolidation or similar business combination of the Bank and State Bank and Trust Company (a "Subsidiary Combination") will not constitute a Change of Control under this Agreement. Notwithstanding anything in this Agreement to the contrary, no such event shall constitute a Change of Control unless such applicable event also qualifies as a change in the ownership or effective control of the Bank or the Holding Company, as the case may be, immediately prior to such reorganization, merger, share exchange combination, or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election ownership of directors of the reorganized, merged, combined or consolidated company's then outstanding voting securities; or (d) the sale, transfer or assignment of all or substantially all a substantial portion of the assets of the Company Bank or the Holding Company, in each case, within the meaning of Code (as defined below in Section 6 of this Agreement) Section 409A(a)(2)(A)(v) and its subsidiaries to any third party. Treasury Regulations promulgated thereunder. View More

Change Of Control. Means any Any one of the following events: (a) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Employer CNB or the Company, Employer, if, after the transaction, the acquiring person (or persons) person(s) owns, controls or holds with power to vote twenty-five percent (25%) or more of any class of voting securities of either the Employer CNB or the Company, Employer, as the case may be; (b) within any twelve-month twelve (12)... month period (beginning on or after the Effective Date) the persons who were directors of either CNB or the Employer or the Company immediately before the beginning of such twelve-month twelve (12) month period (the "Incumbent Directors") shall cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the beginning of such twelve-month twelve (12) month period shall be deemed to be an Incumbent Director if that director were elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors shall be deemed to be an Incumbent Director; (c) a reorganization, merger, share exchange combination, or consolidation, with respect to which persons who were the stockholders of the Employer CNB or the Company, Employer, as the case may be, immediately prior to such reorganization, merger, share exchange combination, or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged, combined or consolidated company's Employer's then outstanding voting securities; or (d) the sale, transfer or assignment of twenty-five percent (25%) or more of the voting stock of CNB or all or substantially all of the assets of CNB to a party other than the Company and its subsidiaries to any third party. Employer or an affiliate of the Employer, or the Employer liquidates or dissolves CNB. View More

Change Of Control. Means any one of the following events: (a) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Employer CNB or the Company, Employer, if, after the transaction, the acquiring person (or persons) person(s) owns, controls or holds with power to vote twenty-five percent (25%) or more of any class of voting securities of either the Employer CNB or the Company, Employer, as the case may be; (b) within any twelve-month twelve (12) month... period (beginning on or after the Effective Date) the persons who were directors of either CNB or the Employer or the Company immediately before the beginning of such twelve-month twelve (12) month period (the "Incumbent Directors") shall cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the beginning of such twelve-month twelve (12) month period shall be deemed to be an Incumbent Director if that director were elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors shall be deemed to be an Incumbent Director; (c) a reorganization, merger, share exchange combination, or consolidation, with respect to which persons who were the stockholders of the Employer CNB or the Company, Employer, as the case may be, immediately prior to such reorganization, merger, share exchange combination, or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged, combined or consolidated company's Employer's then outstanding voting securities; or (d) the sale, transfer or assignment of twenty-five percent (25%) or more of the voting stock of CNB or all or substantially all of the assets of CNB to a party other than the Company and its subsidiaries to any third party. Employer or an affiliate of the Employer, or the Employer liquidates or dissolves CNB. View More

Change Of Control. Means: (i) a dissolution or liquidation of the Company; (ii) a sale of all or substantially all the assets of the Company; (iii) a merger merger, recapitalization, reorganization, consolidation or consolidation in which the Company is not the surviving corporation and other similar transaction (a "Business 2 Combination") in which beneficial ownership of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the... election of directors has changed; (iv) a reverse merger in which the Company is the surviving corporation but the shares of the common stock of the Company outstanding immediately before the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the election of directors has changed; (v) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the election of directors; or, (vi) in the event that the individuals who are members of the Incumbent Board cease for any reason to constitute at least fifty percent (50%) of the Board. Board; (vii) a sale of substantially all the assets of the Company's protein pharmaceutical business; (viii) the consummation by the Company of a Business Combination with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination do not, following consummation of all transactions intended to constitute part of such Business Combination, beneficially own, directly or indirectly, at least sixty-five percent (65%) of the voting securities of the Company (or the corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination); or (ix) the Closing. View More

Change Of Control. Means: (i) a dissolution or liquidation of the Company; (ii) a sale of all or substantially all the assets of the Company; (iii) a merger merger, recapitalization, reorganization, consolidation or consolidation in which the Company is not the surviving corporation and other similar transaction (a "Business Combination") in which beneficial ownership of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the... election of directors has changed; (iv) a reverse merger in which the Company is the surviving corporation but the shares of the common stock of the Company outstanding immediately before the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the election of directors has changed; (v) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the election of directors; or, (vi) in the event that the individuals who are members of the Incumbent Board cease for any reason to constitute at least fifty percent (50%) of the Board. Board; (vii) a sale of substantially all the assets of the Company's protein pharmaceutical business; or (viii) the consummation by the Company of a Business Combination with respect to which all or 2 substantially all of the individuals and entities who were the beneficial owners of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination do not, following consummation of all transactions intended to constitute part of such Business Combination, beneficially own, directly or indirectly, at least sixty-five percent (65%) of the voting securities of the Company (or the corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination). View More

Change Of Control. Means: (i) a dissolution or liquidation of the Company; (ii) a sale of all or substantially all the assets of the Company; (iii) a merger merger, recapitalization, reorganization, consolidation or consolidation in which the Company is not the surviving corporation and other similar transaction (a "Business Combination") in which beneficial ownership of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the... election of directors has changed; (iv) a reverse merger in which the Company is the surviving corporation but the shares of the common stock of the Company outstanding immediately before the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the election of directors has changed; (v) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty thirty-five percent (50%) (35%) of the combined voting power entitled to vote in the election of directors; or, (vi) in the event that the individuals who are members of the Incumbent Board cease for any reason to constitute at least fifty percent (50%) of the Board. Board; or (vii) the consummation by the Company of a Business Combination with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination do not, following consummation of all transactions intended to constitute part of such Business Combination, beneficially own, directly or indirectly, at least sixty-five percent (65%) of the voting securities of the Company (or the corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination). View More

Change Of Control. Shall mean Means the consummation occurrence of any one of the following events: (i) a sale, lease or other disposition of all or substantially all of the assets of the Company; (ii) a (i)(A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shareholders stockholders of the Company immediately prior to such consolidation, merger... or reorganization, own less than fifty percent (50%) continue to hold at least a majority of the Company's outstanding voting power of the surviving entity following (or if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (iii) (B) any transaction (or or series of related transactions involving to which the Company is a person or entity, or a group of affiliated persons or entities) party in which in excess of fifty percent (50%) of the Company's then-outstanding voting power is transferred, excluding other than any consolidation or merger effected exclusively to change such transfer in which the domicile stockholders of the Company and excluding any immediately prior to such change transfer continue to hold at least a majority of the voting power resulting from of the surviving entity immediately after such transfer (each of (A) and (B) an "Acquisition"); provided, that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing event purposes in which cash is received by the Company or public offering any successor or indebtedness of the stock Company is cancelled or converted into capital stock, or any combination thereof, or (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Company. "Change of Control" shall be interpreted, if applicable, in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences under Section 409A for any U.S. Taxpayer. View More

Change Of Control. Shall mean the consummation of any one of the following events: (i) events, but only if such event also constitutes a "change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation" as defined under Treasury Regulation Section 1.409A-3: (a) a sale, lease or other disposition of all or substantially all of the assets of the Company; (ii) (b) a consolidation or merger of the Company with or into any other corporation... or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) 50% of the Company's outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization; reorganization or (iii) (c) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company's then-outstanding outstanding voting power is transferred, excluding transferred (excluding (i) any consolidation or merger effected exclusively to change the domicile of the Company and excluding Company, or (ii) any such change transaction or series of voting power resulting from transactions principally for bona fide equity financing event purposes in which cash is received by the Company or public offering any successor or indebtedness of the stock of the Company. Company is cancelled or converted or a combination thereof). View More

Change Of Control. Shall mean the consummation of Means any one of the following events: transactions: (i) a sale, lease or other disposition of all or substantially all of the assets of the Company; Company, (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) 50% of... the Company's outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization; reorganization, or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company's then-outstanding outstanding voting power is transferred, excluding any consolidation or merger effected exclusively transferred. Notwithstanding the foregoing, the term shall not include a reincorporation by the Company to change the domicile state of the Company and excluding any such change of voting power resulting from bona fide equity financing event or public offering of the stock of the Company. its incorporation. View More

Change Of Control. Shall occur, with respect to mean any of the Company, if: following occurrences: (i) any Person Any 'person,' as such term is used in Sections 13(a)(9) and 13(d) of the Securities Exchange Act of 1934 ('Exchange Act'), becomes a "Beneficial Owner", 'beneficial owner,' as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% 30% or more of the Voting Shares (as defined below) voting stock of the Company; (ii) the The majority of the Board consists of individuals other than ... class="diff-color-red">Incumbent Directors, 'incumbent' directors, which term means the members of the Board immediately following on the Merger, date hereof; provided that any person becoming a member of the Board director subsequent to such date whose election or nomination for election was supported by three-quarters two-thirds of the members of the Board directors who then comprised the Incumbent Directors shall incumbent directors will be considered to be an Incumbent Director; incumbent director; (iii) the The Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; (iv) all All or substantially all of the assets or business of the Company is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders stockholders of the Company immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, 50% or more in substantially the same proportion as they owned the voting stock of the Voting Shares Company, all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the assets or business of the Company); or (v) the The Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders stockholders of the Company immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares voting stock of the combined company (there being excluded from the number of shares held by such shareholders, stockholders, but not from the Voting Shares voting stock of the combined company, any shares received by Affiliates affiliates of such other company in exchange for shares stock of such other company). For purposes of the Change of Control definition, the 'Company' will include any entity that succeeds to all or substantially all, of the business of the Company and 'voting stock' will mean securities of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation. View More

Found in Internap Corp contract

Change Of Control. Shall occur, with respect to the Company, Parent, if: (i) any Person becomes a "Beneficial Owner", Owner," as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Shares (as defined below) of the Company; Parent; (ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board immediately following the Merger, provided that any person becoming a member of the Board subsequent to such date... whose election or nomination for election was supported by three-quarters of the members of the Board who then comprised the Incumbent Directors shall be considered to be an Incumbent Director; (iii) the Company Parent adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; (iv) all or substantially all of the assets or business of the Company Parent is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders of the Company Parent immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, 50% or more of the Voting Shares or other ownership interests of the entity or entities, if any, that succeed to the assets or business of the Company); Parent); or (v) the Company Parent combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the Company Parent immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Shares of the combined company, any shares received by Affiliates of such other company in exchange for shares of such other company). View More

Change Of Control. Shall occur, with respect to Of a company means the Company, if: occurrence of any of the following: (i) any Person becomes a "Beneficial Owner", "person," as such term is currently used in Section 13(d) of the Securities Exchange Act of 1934, becomes a "beneficial owner," as such term is currently used in Rule 13d-3 promulgated under the Exchange Act, that Act of 50% fifty percent (50%) or more of the Voting Shares (as defined below) Stock of the Company; company; (ii) the a majority of the... Board of Directors of the company consists of individuals other than Incumbent Directors, which term means the members of the Board immediately following on the Merger, date hereof; provided that any person individual becoming a member of the Board director subsequent to such date whose election or nomination for election was supported by three-quarters two-thirds of the members of the Board directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director; (iii) the Company Board of Directors of the company adopts any plan of liquidation providing for the distribution of all or substantially all of its the company's assets; (iv) all or substantially all of the assets or business of the Company is company are disposed of in any one or more transactions pursuant to a merger, consolidation or other transaction (unless the shareholders of the Company company immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, 50% or more in substantially the same proportion as they owned the Voting Stock of the company, all of the Voting Shares Stock or other ownership interests of the entity or entities, if any, that succeed to the assets or business of the Company); company); provided, however, that this subsection (iv) shall not apply in the event of a merger or consolidation of the Company with an Affiliate; or (v) the Company company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the Company company immediately prior to the combination hold, directly or indirectly, 50% fifty percent (50%) or less of the Voting Shares Stock of the combined company company, (there being excluded from the number of shares held by such shareholders, but not from the Voting Shares Stock of the combined company, any shares received by Affiliates affiliates of such other company in exchange for shares securities of such other company). company); provided, however, that this subsection (v) shall not apply in the event of a combination of the Company with an Affiliate. View More

Change Of Control. Means (1) Shall mean (i) a sale of all or substantially all of the Company's assets, assets of Apio or (2) (ii) any merger, consolidation or other business combination transaction of the Company Apio with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company Apio outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by... their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company Apio (or the surviving entity) outstanding immediately after such transaction, or (3) (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. Apio View More

Change Of Control. Means (1) For purposes of this Agreement, "Change of Control" means (i) a sale of all or substantially all of the Company's assets, or (2) (ii) any merger, consolidation consolidation, or other business combination transaction of the Company with or into another corporation, entity entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either... by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company. View More

Change Of Control. Means (1) a sale of all or substantially all of the Company's assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting... capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. Company or (4) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees (the "Incumbent Directors") cease to constitute a majority of the Board; provided however that if the election or nomination for election by the Company's stockholders, of any new Director was approved by a vote of at least 50% of the Incumbent Directors, such new Director shall be considered as an Incumbent Director. View More

Change Of Control. (X) the The acquisition of the Company by another entity by means of any transaction or series of related transactions (including, transactions, including, without limitation, any stock purchase transaction, merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding (i) any transaction effected primarily solely for the... purpose of changing the Company's jurisdiction of incorporation), incorporation and (ii) the sale by the Company of shares of its capital stock to investors in bona fide equity financing transactions or in an IPO (as defined below), unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the surviving or acquiring entity or its direct or indirect parent entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity or (Y) and (y) a sale of all or substantially all of the assets of the Company. Company in a single transaction or series of related transactions. The Company shall provide notice to the Holder at least ten (10) days prior to the closing of a Change of Control. View More

Change Of Control. (X) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization reorganization) in which outstanding shares of the Company are exchanged for or converted into securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company's... jurisdiction of incorporation), affiliate, unless the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions transactions, hold at least a majority of the voting power of the surviving or acquiring entity on account of shares held by them prior to such transaction or series of related transactions, or (Y) a sale sale, lease or other disposition of all or substantially all of the assets of the Company. View More

Change Of Control. (X) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization reorganization) in which outstanding shares of the Company are exchanged for or converted into securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company's... jurisdiction of incorporation), affiliate, unless the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions transactions, hold at least a majority of the voting power of the surviving or acquiring entity on account of shares held by them prior to such transaction or series of related transactions, or (Y) a sale sale, lease or other disposition of all or substantially all of the assets of the Company. View More

Change Of Control. Shall Is defined to have occurred if, and only if: if, during Employee's employment: (a) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of... securities of the Company representing 50% 30% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; or (b) if those individuals who constituted the Board at the Effective Date cease to constitute a majority of the Board as a result of, or in connection with, a proxy solicitation made by a third party pursuant to Regulation 14A under the Securities Exchange Act of 1934; or (c) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company ("Transaction"), in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% fifty (50) percent of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company or of the securities of any other corporation resulting from such Transaction; or (d) (c) all or substantially all of the assets of the Company are sold, liquidated or distributed, other than in connection with a bankruptcy, insolvency or other similar proceeding, or an assignment for the benefit of creditors. distributed. View More

Change Of Control. Shall Is defined to have occurred if, and only if: if, during Employee's employment: (a) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of... securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; or (b) if those individuals who constituted the Board at the Effective Date cease to constitute a majority of the Board as a result of, or in connection with, a proxy solicitation made by a third party pursuant to Regulation 14A under the Securities Exchange Act of 1934; or (c) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company ("Transaction"), in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% fifty (50) percent of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company or of the securities of any other corporation resulting from such Transaction; or (d) (c) all or substantially all of the assets of the Company are sold, liquidated or distributed, other than in connection with a bankruptcy, insolvency or other similar proceeding, or an assignment for the benefit of creditors. distributed. -1- View More

Change Of Control. Shall Is defined to have occurred if, and only if: if, during Employee's employment: (a) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity or person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of... securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company; or (b) if those individuals who constituted the Board at the Effective Date cease to constitute a majority of the Board as a result of, or in connection with, a proxy solicitation made by a third party pursuant to Regulation 14A under the Securities Exchange Act of 1934; or (c) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company ("Transaction"), in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% fifty (50) percent of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company or of the securities of any other corporation resulting from such Transaction; or (d) 1 (c) all or substantially all of the assets of the Company are sold, liquidated or distributed, other than in connection with a bankruptcy, insolvency or other similar proceeding, or an assignment for the benefit of creditors. distributed. View More

Change Of Control. Shall mean a change in control of Means the Company occurring occurrence after the date of this Agreement any of a nature that would be the following events: (a) an event required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. Without limiting the foregoing, such a Change in Control shall... be deemed to have occurred if, after the date of this Agreement, (i) requirement; (b) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) Act), other than a Permitted Holder is Centex Corporation or becomes any Affiliate of Centex Corporation, shall become the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 20% 50% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in of the election of directors Company without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person person's attaining such percentage interest; (ii) (c) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; (iii) during any period or (d) a change in the composition of two consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company's shareholders was approved by Board of Directors occurring within a vote two-year period, as a result of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least which fewer than a majority of the Board; or (iv) approval directors in office are Incumbent Directors; provided, however, that, notwithstanding clauses (a) and (b) above, the acquisition by any "person" (as such term is used in Sections 13(d) and 14(d) of the shareholders Exchange Act) of securities of the Company directly from Centex Corporation shall not be deemed to constitute or result in a "Change of a liquidation or dissolution of the Company. Control." View More

Change Of Control. Shall mean Means a change in control of the Company occurring after the date of this Agreement Effective Date of a nature that would be required to be reported in response to Item 6(e) I of Schedule 14A of Regulation 14A Current Report on Form 8-K (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act, Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement. Without limiting the foregoing, requirement; provided, however, that, without limitation, such a Change in of Control shall be deemed to have occurred if, if after the date of this Agreement, Effective Date (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 20% thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; percentage; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or (iv) approval by the shareholders Board of the Company of a liquidation or dissolution of the Company. Directors. View More

Change Of Control. Shall mean Means a change in control of the Company occurring after the date of this Agreement Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A 5.01 on Form 8-K (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. Without limiting the foregoing, requirement; provided, however, that, without... limitation, such a Change in of Control shall be deemed to have occurred if, after the date of this Agreement, (i) any "person" Effective Date if a Person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder is or defined below) becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors Beneficial Owner without the prior approval of at least two-thirds of the members of the Board directors in office immediately prior to such person attaining such percentage interest; percentage; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two consecutive years, individuals who who, at the beginning of such period period, constituted the Board (including for this purpose purpose, any new director whose election or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or (iv) approval by the shareholders of the Company of a liquidation or dissolution of the Company. Board. View More