Change Of Control Definition Example with 17 Variations
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Change Of Control. Change of Control shall mean: (i) the acquisition (other than from the Company) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its subsidiaries which acquires beneficial ownership of voting securities... of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or (ii) individuals who, as of the date hereof, constitute the Board (as of the date hereof 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 the 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, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.View More
Change Of Control. Change of Control shall mean: (i) the acquisition (other than from the Company) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial... ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or (ii) individuals who, as of the date hereof, Effective Date, constitute the Board (as of the date hereof the (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person individual becoming a director subsequent to the date hereof Effective Date whose election, or nomination for the election by the Company's shareholders, Parent'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 the Parent, as such terms are used in Regulation 14A promulgated under the Securities Exchange Act of 1934) shall be, for purposes of this Agreement, be considered as though such person were individual was a member of the Incumbent Board; or (iii) consummation (ii) the approval by the stockholders of the Parent of a reorganization, merger merger, consolidation or consolidation, other form of corporate transaction or series of transactions (but not including an underwritten public offering of the Parent's common stock or other voting securities (or securities convertible into voting securities of the Parent) for the Parent's own account registered under the Securities Act of 1933), in each case, with respect to which persons Persons who were the stockholders of the Company Parent immediately prior to such reorganization, merger merger, consolidation or consolidation other corporate transaction do not, immediately thereafter, own more than 50% fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's entity's then outstanding voting securities, or (iii) a liquidation or dissolution of the Company Parent or of the sale of all or substantially all of the assets of the Company. Parent (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned or terminated prior to being consummated); or (iv) the acquisition by any Person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, of more than fifty percent (50%) of either the then outstanding shares of the Parent's common stock or the combined voting power of the Parent's then outstanding voting securities entitled to vote generally in the election of directors (hereinafter referred to as a "Controlling Interest") excluding any acquisitions by (x) the Parent or any of its Affiliates or (y) any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its Affiliates View More
Change Of Control. Change the happening of Control shall mean: any of the following events: (i) the acquisition (other than from the Company) by any person, individual, entity or "group," within group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its subsidiaries which acquires... beneficial ownership of voting securities of the Company) (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% 50% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the Company's then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following transactions shall not constitute a Change of Control under this subsection (i): (w) any transaction that is authorized by the Board of Directors of the Company as constituted prior to the effective date of the transaction, (x) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (y) any acquisition by the Company, or (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (ii) individuals who, as of the effective date hereof, constitute the Board (as of Directors of the date hereof the "Incumbent Board") Company (the Incumbent Board) cease for any reason to constitute at least a majority of the Board, provided Board; provided, however, that any person individual becoming a director subsequent to the effective date hereof whose election, or nomination for the election by the Company's shareholders, stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, be considered as though such person 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 either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were Approval by the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company. View More
Change Of Control. Change of Control shall mean: means: (i) the acquisition (other than from the Company) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of... beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or (ii) individuals who, as of the date hereof, Individuals who constitute the Board (as of the date hereof the (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 the 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, for purposes of this Agreement, Plan, considered as though such person were a member of the Incumbent Board; or (iii) consummation (ii) Consummation of a reorganization, merger merger, or consolidation, in each case, with respect to which persons who were the stockholders shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. its assets. View More
Change Of Control. Change of Control shall mean: (i) the The acquisition (other than from the Company) ConAgra) by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company ConAgra or its subsidiaries, or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions ConAgra or its subsidiaries which acquires beneficial ownership of voting securities... of the Company) ConAgra) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of the Company's ConAgra's then outstanding voting securities entitled to vote generally in the election of directors; or (ii) individuals Individuals who, as of the date hereof, constitute the Board (as of the date hereof 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 the election by the Company's ConAgra's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though through such person were a member of the Incumbent Board; or (iii) consummation Approval by the stockholders of ConAgra of a reorganization, merger or merger, consolidation, in each case, with respect to which persons who were the stockholders of the Company ConAgra immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Company ConAgra or of the sale of all or substantially all of the assets of the Company. ConAgra. View More
Change Of Control. Change one of Control the following shall mean: (i) have taken place after the acquisition date of this Agreement: (a) any "person" (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than from the Company) by Company, any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) majority controlled subsidiary of the Securities Company, or the fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5... under the Exchange Act Act), directly or indirectly, of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company 20% or its subsidiaries, or any employee benefit plan more of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its subsidiaries which acquires beneficial ownership total voting power of the voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the Company then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities and entitled to vote generally in the election of directors; or (ii) directors of the Company; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Company; (b) individuals who, as of the date hereof, beginning of any 24 month period, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any person individual becoming a director subsequent to the date hereof whose election, or nomination for the 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, for purposes of this Agreement, be considered as though such person individual were a member of the Incumbent Board; Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or (iii) threatened election contest relating to the election of the directors of the Company; (c) consummation of (i) a reorganization, merger merger, consolidation or consolidation, reorganization of the Company, in each case, with respect to which persons all or substantially all of the individuals and entities who were the stockholders respective beneficial owners of the voting securities of the Company immediately prior to such reorganization, merger merger, consolidation or consolidation reorganization do not, immediately thereafter, own more than 50% following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the reorganized, merged entity or consolidated company's then outstanding voting securities, entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company or of the (iii) a sale or other disposition of all or substantially all of the assets of the Company. Company, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Company immediately before such sale or other disposition; or 2 (d) consummation of any other transaction determined by resolution of the Board to constitute a Change of Control. View More
Change Of Control. Change one of Control the following shall mean: (i) have taken place after the acquisition date of this Agreement: (a) any "person" (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than from the Company) by Company, any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) majority controlled subsidiary of the Securities Company, or the fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5... under the Exchange Act Act), directly or indirectly, of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company 20% or its subsidiaries, or any employee benefit plan more of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its subsidiaries which acquires beneficial ownership total voting power of the voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the Company then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities and entitled to vote generally in the election of directors; or (ii) directors of the Company; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Company; (b) individuals who, as of the date hereof, beginning of any 24 month period, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any person individual becoming a director subsequent to the date hereof whose election, or nomination for the 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, for purposes of this Agreement, be considered as though such person individual were a member of the Incumbent Board; Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or (iii) threatened election contest relating to the election of the directors of the Company; (c) consummation of (i) a reorganization, merger merger, consolidation or consolidation, reorganization of the Company, in each case, with respect to which persons all or substantially all of the individuals and entities who were the stockholders respective beneficial owners of the voting securities of the Company immediately prior to such reorganization, merger merger, consolidation or consolidation reorganization do not, immediately thereafter, own more than 50% following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the reorganized, merged entity or consolidated company's then outstanding voting securities, entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company or of the (iii) a sale or other disposition of all or substantially all of the assets of the Company. Company, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Company immediately before such sale or other disposition; or (d) consummation of any other transaction determined by resolution of the Board to constitute a Change of Control. View More
Change Of Control. Change shall mean one of Control the following shall mean: (i) have taken place after the acquisition date of this Agreement: (a) any "person" (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than from the Company) by Company, any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) majority controlled subsidiary of the Securities Company, or the fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules 13d-3... and 13d-5 under the Exchange Act Act), directly or indirectly, of 1934 (the "Exchange Act"), (excluding, for this purpose, the Company 20% or its subsidiaries, or any employee benefit plan more of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its subsidiaries which acquires beneficial ownership total voting power of the voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the Company then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities and entitled to vote generally in the election of directors; or (ii) directors of the Company; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Company; (b) individuals who, as of the date hereof, beginning of any 24 month period, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any person individual becoming a director subsequent to the date hereof whose election, or nomination for the 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, for purposes of this Agreement, be considered as though such person individual were a member of the Incumbent Board; Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or (iii) threatened election contest relating to the election of the directors of the Company; (c) consummation of (i) a reorganization, merger merger, consolidation or consolidation, reorganization of the Company, in each case, with respect to which persons all or substantially all of the individuals and entities who were the stockholders respective beneficial owners of the voting securities of the Company immediately prior to such reorganization, merger merger, consolidation or consolidation reorganization do not, immediately thereafter, own more than 50% following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the reorganized, merged entity or consolidated company's then outstanding voting securities, entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company Company, or of the (iii) a sale or other disposition of all or substantially all of the assets of the Company. Company, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Company immediately before such sale or other disposition; or (d) consummation of any other transaction determined by resolution of the Board to constitute a Change in Control View More
Change Of Control. Change of Control shall mean: (i) the The purchase or other acquisition (other than from the Company) by any person, entity or "group," group of persons, within the meaning of Section 13(d)(3) 13(d) or 14(d)(2) 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), Act") (excluding, for this purpose, the Company or its subsidiaries, subsidiaries or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its ... class="diff-color-red">subsidiaries which acquires beneficial ownership of voting securities of the Company) subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% 20% or more of either the then outstanding then-outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding then-outstanding voting securities entitled to vote generally in the election of directors; or (ii) individuals Individuals who, as of the date hereof, constitute the Board (as of the date hereof hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming who becomes a director subsequent to the date hereof whose election, or nomination for the election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, section, considered as though such person were a member of the Incumbent Board; or (iii) The consummation of a reorganization, merger or consolidation, in each case, case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of of, respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding corporation's then-outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. View More
Change Of Control. Change of Control shall mean: (i) the The purchase or other acquisition (other than from the Company) by any person, entity or "group," group of persons, within the meaning of Section 13(d)(3) 13(d) or 14(d)(2) 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), Act") (excluding, for this purpose, the Company or its subsidiaries, subsidiaries or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its ... class="diff-color-red">subsidiaries which acquires beneficial ownership of voting securities of the Company) subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% 20% or more of either the then outstanding then-outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding then-outstanding voting securities entitled to vote generally in the election of directors; or (ii) individuals Individuals who, as of the date hereof, constitute the Board (as of Directors of the Company (the "Board" and, as of the date hereof hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming who becomes a director subsequent to the date hereof whose election, or nomination for the election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, section, considered as though such person were a member of the Incumbent Board; or (iii) The consummation of a reorganization, merger or consolidation, in each case, case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of of, respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding corporation's then-outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. View More
Change Of Control. Change of Control shall mean: (i) the The purchase or other acquisition (other than from the Company) by any person, entity or "group," group of persons, within the meaning of Section 13(d)(3) 13(d) or 14(d)(2) 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), Act") (excluding, for this purpose, the Company or its subsidiaries, subsidiaries or any employee benefit plan of the Company 40 Exhibit 10.1 Stock Option Agreement Terms and Conditions or its ... class="diff-color-red">subsidiaries which acquires beneficial ownership of voting securities of the Company) subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% 20% or more of either the then outstanding then-outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding then-outstanding voting securities entitled to vote generally in the election of directors; or (ii) individuals Individuals who, as of the date hereof, constitute the Board (as of the date hereof hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming who becomes a director subsequent to the date hereof whose election, or nomination for the election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, section, considered as though such person were a member of the Incumbent Board; or (iii) The consummation of a reorganization, merger or consolidation, in each case, case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of of, respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding corporation's then-outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. View More
