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 (1) 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 (2) 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) (3) 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"), 'Exchange 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") '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: 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, 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 Company, as such terms are used in Rule 14a-11 of 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 shareholders of the Company 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 Company's common stock or other voting securities (or securities convertible into voting securities of the Company) for the Company's own account registered under the Securities Act of 1933), in each case, with respect to which persons Persons who were the stockholders shareholders of the Company 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 a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned or terminated prior to being consummated); or (iii) 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 thirty percent (30%) of either the then outstanding shares of the Company's common stock or the combined voting power of the Company'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 Company or any of its Affiliates, (y) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or (z) any Person, entity or "group" that as of the Effective Date owns beneficially (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) a Controlling Interest View More
Change Of Control. Change of Control shall mean: 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, 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 Company, as such terms are used in Rule 14a-11 of 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 shareholders of the Company 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 Company's common stock or other voting securities (or securities convertible into voting securities of the Company) for the Company's own account registered under the Securities Act of 1933), in each case, with respect to which persons Persons who were the stockholders shareholders of the Company 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 a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned or terminated prior to being consummated); or (iii) 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 thirty percent (30%) of either the then outstanding shares of the Company's common stock or the combined voting power of the Company'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 Company or any of its Affiliates, (y) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or (z) any Person, entity or "group" that as of the Effective Date owns beneficially (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) a Controlling Interest View More
Change Of Control. Change of Control shall mean: 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, 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 Company, as such terms are used in Rule 14a-11 of 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 shareholders of the Company 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 Company's common stock or other voting securities (or securities convertible into voting securities of the Company) for the Company's own account registered under the Securities Act of 1933), in each case, with respect to which persons Persons who were the stockholders shareholders of the Company 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 a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned or terminated prior to being consummated); or (iii) 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 thirty percent (30%) of either the then outstanding shares of the Company's common stock or the combined voting power of the Company'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 Company or any of its Affiliates, (y) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or (z) any Person, 2 entity or "group" that as of the Effective Date owns beneficially (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) a Controlling Interest View More
Change Of Control. Change of Control shall mean: 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, 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 Company, as such terms are used in Rule 14a-11 of 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 shareholders of the Company 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 Company's common stock or other voting securities (or securities convertible into voting securities of the Company) for the Company's own account registered under the Securities Act of 1933), in each case, with respect to which persons Persons who were the stockholders shareholders of the Company 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 a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned or terminated prior to being consummated); or (iii) 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 thirty percent (30%) of either the then outstanding shares of the Company's common stock or the combined voting power of the Company'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 Company or any of its Affiliates, (y) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or (z) any Person, 2 entity or "group" that as of the Effective Date owns beneficially (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) a Controlling Interest View More
Change Of Control. Change of Control shall mean: 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, 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 Company, as such terms are used in Rule 14a-11 of 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 shareholders of the Company 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 Company's common stock or other voting securities (or securities convertible into voting securities of the Company) for the Company's own account registered under the Securities Act of 1933), in each case, with respect to which persons Persons who were the stockholders shareholders of the Company 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 a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned or terminated prior to being consummated); or (iii) 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 thirty percent (30%) of either the then outstanding shares of the Company's common stock or the combined voting power of the Company'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 Company or any of its Subsidiaries, (y) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or (z) any Person, entity or "group" that as of the Effective Date owns beneficially (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) a Controlling Interest View More
