Change Of Control Definition Example with 14 Variations

Change Of Control. (A) The acquisition by any Person (defined for purposes of this definition as any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") ("Exchange Act"))) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% 35% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common... Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); Company; provided, however, that for purposes of this subsection (A), the following acquisitions an acquisition shall not constitute a Change of Control: Control if it is: (i) any acquisition either by or directly from the Company, (ii) any acquisition or by an entity controlled by the Company, (iii) any acquisition (ii) by any employee benefit plan (or plan, including any related trust) trust, sponsored or maintained by the Company or any corporation an entity controlled by the Company ("Benefit Plan"), or (iv) any acquisition (iii) by an entity pursuant to a transaction which that complies with clauses (i), (ii) and (iii) of Section 1(c)(C); subsection (C) below; or (B) Individuals who, as of the Effective Date, effective date of this Agreement, constitute the Board (the (together with the individuals identified in the proviso to this subsection (B), 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 Effective Date effective date of this agreement whose election, or nomination for 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 considered treated as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of Board unless he or she assumed 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 (C) Consummation by the Company of a reorganization, merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a "Business Combination"), "Transaction"), in each case, case unless, following such Business Combination, Transaction, (i) all or substantially all of the individuals and entities Persons who were the beneficial owners, respectively, owners of the Outstanding common stock of the Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares 50% of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation entity resulting from such Business Combination Transaction (including, without limitation, a corporation which an entity that as a result of such transaction Transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as outstanding common stock of the case may be, Company, (ii) no Person (excluding any employee benefit plan (or related trust) entity or wholly-owned subsidiary of any entity resulting from such Transaction or any Benefit Plan of the Company or such corporation entity or wholly-owned subsidiary of such entity resulting from such Business Combination) Transaction) beneficially owns, directly or indirectly, 20% 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entity except to the extent that such ownership existed prior to the Business Combination, transaction and (iii) at least a majority of the members of the board of directors or similar board of the corporation entity resulting from such Business Combination 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 Business Combination; Transaction; or (D) Approval by the shareholders stockholders of the Company of a complete liquidation or dissolution of the Company. 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Change Of Control. (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either shall mean (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting... securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 1(c)(C); or (B) Individuals who, as of the Effective Date, 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 Effective Date 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 (C) Consummation by the Company consummation of a reorganization, merger or consolidation or sale or other disposition similar form of all or substantially all of the assets of the corporate transaction, involving Company or the acquisition any of assets of another entity its subsidiaries (a "Business Combination"), in each case, unless, following such Business Combination, (i) with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners, respectively, owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding common stock immediately prior to such Business Combination do not, immediately following such Business Combination, beneficially own, directly or indirectly, more than 60% fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result Combination; or (ii) the complete liquidation or dissolution of such transaction owns the Company or sale or other disposition of all or substantially all of the Company's assets either directly of Company other than to a corporation with respect to which, following such sale or through one or disposition, more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more than fifty percent (50%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of such corporation except to directors is then owned beneficially, directly or indirectly, by all or substantially all of the extent that such ownership existed individuals and entities who were the beneficial owners, respectively, of the common stock of Company immediately prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, sale or of the action of the Board, providing for such Business Combination; or (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. disposition. View More

Change Of Control. (A) The acquisition by shall be deemed to have occurred if any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) event set forth in any one of the Securities Exchange Act following paragraphs shall have occurred: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% twenty percent (20%) or... more of either (i) (A) the then outstanding registered shares of common stock of the Company (the "Outstanding Company Common Stock") Registered Shares") or (ii) (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute Securities"), excluding any Person who becomes such a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to Beneficial Owner in connection with a transaction which that complies with clauses (i), (A), (B) and (C) of paragraph (iii) below; (ii) and (iii) of Section 1(c)(C); or (B) Individuals individuals, who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority two-thirds (2/3) of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were was 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 any other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) the consummation of an acquisition, reorganization, reincorporation, redomestication, merger, amalgamation, consolidation, plan or (C) Consummation by scheme of arrangement, exchange offer, business combination or similar transaction of the Company or any of a reorganization, merger its Subsidiaries or consolidation or sale the sale, transfer or other disposition of all or substantially all of the assets Company's Assets (any of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, which a "Corporate Transaction"), unless, following such Business Combination, (i) all Corporate Transaction or substantially series of related Corporate Transactions, as the case may be, (A) all of the individuals and entities Entities who were the beneficial owners, Beneficial Owners, respectively, 2 of the Outstanding Company Common Stock Registered Shares and Outstanding Company Voting Securities immediately prior to such Business Combination Corporate Transaction own or beneficially own, directly or indirectly, more than 60% sixty-six and two-thirds percent (66-2/3%) of, respectively, the then outstanding shares of common stock Outstanding Company Registered Shares and the combined voting power of the then outstanding voting securities Outstanding Company Voting Securities entitled to vote generally in the election of directors, directors (or other governing body), as the case may be, of the corporation Entity resulting from such Business Combination Corporate Transaction (including, without limitation, a corporation an Entity (including any new parent Entity) which as a result of such transaction owns the Company or all or substantially all of the Company's assets Assets either directly or through one (1) or more subsidiaries) Subsidiaries or Entities) in substantially the same proportions as their ownership, immediately prior to such Business Combination Corporate Transaction, of the Outstanding Company Common Stock Registered Shares and the Outstanding Company Voting Securities, as the case may be, (ii) (B) no Person (excluding any Entity resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation Entity resulting from such Business Combination) Corporate Transaction) beneficially owns, directly or indirectly, 20% twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation Entity resulting from such Business Combination Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation Entity except to the extent that such ownership existed prior to the Business Combination, Corporate Transaction and (iii) (C) at least a majority two-thirds (2/3) of the members of the board of directors (or other governing body) of the corporation Entity resulting from such Business Combination Corporate Transaction were members of the Incumbent Board at the time of the execution approval of such Corporate Transaction; or (iv) approval or adoption by the initial agreement, Board or of the action of the Board, providing for such Business Combination; or (D) Approval by the shareholders of the Company of a complete liquidation plan or proposal which could result directly or indirectly in the liquidation, transfer, sale or other disposal of all or substantially all of the Company's Assets or the dissolution of the Company. Company, excluding any transaction that complies with clauses (A), (B) and (C) of paragraph (iii) above. View More

Change Of Control. means: (A) The the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the corporation where such acquisition causes such person to own 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company... Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company Corporation entitled to vote generally in the election of directors (the "Outstanding Company Corporation Voting Securities"); provided, however, that for purposes of this subsection Subsection (A), the following acquisitions shall not constitute be deemed to result in a Change of Control: (i) any acquisition directly from the Company, Corporation, (ii) any acquisition by the Company, Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company Corporation or any corporation controlled by the Company Corporation or (iv) any acquisition by any corporation pursuant to a transaction which that complies with clauses (i), (ii) and (iii) of Section 1(c)(C); Subsection (C) below; and provided, further, that if any Person's beneficial ownership of the Outstanding Corporation Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Corporation, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Corporation Voting Securities; or (B) Individuals who, individuals who as of the Effective Date, 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 Effective Date date hereof whose election, or nomination for election by the Company's Corporation's shareholders, was approved by a vote of at least a majority two-thirds 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 (C) Consummation the approval by the Company shareholders of the Corporation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition Corporation ("Business Combination") or, if consummation of assets of another entity (a "Business Combination"), in each case, unless, following such Business Combination, Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation), excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, owners of the Outstanding Company Common Stock and Outstanding Company Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 16 more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which that as a result of such transaction owns the Company Corporation or all or substantially all of the Company's Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Corporation Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination 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 Business Combination; or (D) Approval approval by the shareholders of the Company Corporation of a complete liquidation or dissolution of the Company. Corporation. Notwithstanding the foregoing, no Change of Control shall be deemed to have occurred for purposes of this Agreement (i) by reason of any actions or events in which the Executive participates in a capacity other than in his capacity as Executive (or as a director of the Corporation or a Subsidiary, where applicable) or (ii) if prior to what otherwise would have been a Change of Control Date, the Executive is demoted below the position described in Section 3(a) hereof and the Board provides written notification to the Executive, no later than thirty (30) days thereafter, that a Change of Control will not be deemed to occur with respect to the Executive. View More

Change Of Control. (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either shall mean (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting... securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 1(c)(C); or (B) Individuals who, as of the Effective Date, 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 Effective Date 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 (C) Consummation by the Company consummation of a reorganization, merger or consolidation or sale or other disposition similar form of all or substantially all of the assets of corporate transaction, involving the Company or the acquisition any of assets of another entity its Subsidiaries (a "Business Combination"), in each case, unless, following such Business Combination, (i) with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners, respectively, owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding common stock immediately prior to such Business Combination do not, immediately following such Business Combination, beneficially own, directly or indirectly, more than 60% 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result or (ii) the complete liquidation or dissolution of such transaction owns the Company or sale or other disposition of all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company other than to a corporation with respect to which, following such sale or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or disposition, more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority directors is then owned beneficially, directly or indirectly, by all or substantially all of the members individuals and entities who were the beneficial owners, respectively, of the board of directors of the corporation resulting from such Business Combination 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 Business Combination; or (D) Approval by the shareholders common stock of the Company of a complete liquidation immediately prior to such sale or dissolution of the Company. disposition. View More

Change Of Control. the first to occur of any of the following: (A) The the acquisition by any an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% 50% or more of either (i) (x) the then outstanding then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) (y) the combined voting power of the then outstanding voting then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), any acquisition directly from the following acquisitions Company shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 1(c)(C); in Control; or (B) Individuals who, such time as of the Effective Date, Continuing Directors (as defined below) do not constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that Board of Directors of the Company (the "Board") (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any individual becoming date a director member of the Board (x) who was a member of the Board on the date of this Agreement or (y) who was nominated or elected subsequent to the Effective Date whose election, or nomination for election such date by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising who were Continuing Directors at the Incumbent time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be considered as though such individual were a member of the Incumbent Board, but excluding, for excluded from this purpose, clause (y) any such individual whose initial assumption of office occurs occurred 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 consents, by or on behalf of a Person person other than the Board; or (C) Consummation by the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company of or a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, unless, immediately following such Business Combination, (i) each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners, respectively, owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, 50% of the then outstanding then-outstanding shares of common stock and the combined voting power of the then outstanding voting then-outstanding securities entitled to vote generally in the election of directors, as the case may be, respectively, of the resulting or acquiring corporation resulting from in such Business Combination (including, (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership, immediately prior to such Business Combination ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) of maintained or sponsored by the Company or such corporation resulting from such Business Combination) by the Acquiring Corporation) beneficially owns, directly or indirectly, 20% 40% or more of, respectively, of the then outstanding then-outstanding shares of common stock of the corporation resulting from such Business Combination Acquiring Corporation, or of the combined voting power of the then outstanding voting then-outstanding securities of such corporation except entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination 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 Business Combination; Combination); or (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 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Change Of Control. (A) The acquisition by shall be deemed to have occurred if any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) event set forth in any one of the Securities Exchange Act following paragraphs shall have occurred: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% twenty percent (20%) or... more of either (i) (A) the then outstanding registered shares of common stock of the Company (the "Outstanding Company Common Stock") Registered Shares") or (ii) (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute Securities"), excluding any Person who becomes such a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to Beneficial Owner in connection with a transaction which that complies with clauses (i), (A), (B) and (C) of paragraph (iii) below; (ii) and (iii) of Section 1(c)(C); or (B) Individuals individuals, who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority two-thirds (2/3) of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were was 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 any other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) the consummation of an acquisition, reorganization, reincorporation, redomestication, merger, amalgamation, consolidation, plan or (C) Consummation by scheme of arrangement, exchange offer, business combination or similar transaction of the Company or any of a reorganization, merger its Subsidiaries or consolidation or sale the sale, transfer or other disposition of all or substantially all of the assets Company's Assets (any of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, which a "Corporate Transaction"), unless, following such Business Combination, (i) all Corporate Transaction or substantially series of related Corporate Transactions, as the case may be, (A) all of the individuals and entities Entities who were the beneficial owners, Beneficial Owners, respectively, of the Outstanding Company Common Stock Registered Shares and Outstanding Company Voting Securities immediately prior to such Business Combination Corporate Transaction own or beneficially own, directly or indirectly, more than 60% sixty-six and two-thirds percent (66-2/3%) of, respectively, the then outstanding shares of common stock Outstanding Company Registered Shares and the combined voting power of the then outstanding voting securities Outstanding Company Voting Securities entitled to vote generally in the election of directors, directors (or other governing body), as the case may be, of the corporation Entity resulting from such Business Combination Corporate Transaction (including, without limitation, a corporation an Entity (including any new parent Entity) which as a result of such transaction owns the Company or all or substantially all of the Company's assets Assets either directly or through one (1) or more subsidiaries) Subsidiaries or Entities) in substantially the same proportions as their ownership, immediately prior to such Business Combination Corporate Transaction, of the Outstanding Company Common Stock Registered Shares and the Outstanding Company Voting Securities, as the case may be, (ii) (B) no Person (excluding any Entity resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation Entity resulting from such Business Combination) Corporate Transaction) beneficially owns, directly or indirectly, 20% twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation Entity resulting from such Business Combination Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation Entity except to the extent that such ownership existed prior to the Business Combination, Corporate Transaction and (iii) (C) at least a majority two-thirds (2/3) of the members of the board of directors (or other governing body) of the corporation Entity resulting from such Business Combination Corporate Transaction were members of the Incumbent Board at the time of the execution approval of such Corporate Transaction; or (iv) approval or adoption by the initial agreement, Board or of the action of the Board, providing for such Business Combination; or (D) Approval by the shareholders of the Company of a complete liquidation plan or proposal which could result directly or indirectly in the liquidation, transfer, sale or other disposal of all or substantially all of the Company's Assets or the dissolution of the Company. Company, excluding any transaction that complies with clauses (A), (B) and (C) of paragraph (iii) above. View More

Change Of Control. (A) The acquisition by shall be deemed to have occurred if any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) event set forth in any one of the Securities Exchange Act following paragraphs shall have occurred: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% twenty percent (20%) or... more of either (i) (A) the then outstanding common shares of common stock of the Company (the "Outstanding Company Common Stock") Shares") or (ii) (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute Securities"), excluding any Person who becomes such a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to Beneficial Owner in connection with a transaction which that complies with clauses (i), (A), (B) and (C) of paragraph (iii) below; (ii) and (iii) of Section 1(c)(C); or (B) Individuals individuals, who, as of the Effective Date, date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority two-thirds (2/3) of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were was 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 any other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (C) Consummation by (iii) the Company consummation of a reorganization, merger merger, amalgamation, consolidation, scheme of arrangement, exchange offer or consolidation similar transaction of the Company or sale any of its subsidiaries or the sale, transfer or other disposition of all or substantially all of the assets Company's Assets (any of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, which a "Corporate Transaction"), unless, following such Business Combination, (i) all Corporate Transaction or substantially series of related Corporate Transactions, as the case may be, (A) all of the individuals and entities (which, for purposes of this Agreement, shall include, without limitation, any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization or other business entity) who were the beneficial owners, respectively, of the Outstanding Company Common Stock Shares and Outstanding Company Voting Securities immediately prior to such Business Combination Corporate Transaction beneficially own, directly or indirectly, more than 60% sixty-six and two-thirds percent (66-2/3%) of, respectively, the then outstanding common shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, directors (or other governing body), as the case may be, of the corporation entity resulting from such Business Combination Corporate Transaction (including, without limitation, a corporation an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets Assets either directly or through one (1) or more subsidiaries) subsidiaries or entities) in substantially the same proportions as their ownership, immediately prior to such Business Combination Corporate Transaction, of the Outstanding Company Common Stock Shares and the Outstanding Company Voting Securities, as the case may be, (ii) (B) no Person (excluding any entity resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation entity resulting from such Business Combination) Corporate Transaction) beneficially owns, directly or indirectly, 20% twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation entity resulting from such Business Combination Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation entity except to the extent that such ownership existed prior to the Business Combination, Corporate Transaction and (iii) (C) at least a majority two-thirds (2/3) of the members of the board of directors (or other governing body) of the corporation entity resulting from such Business Combination Corporate Transaction were members of the Incumbent Board at the time of the execution approval of such Corporate Transaction; or (iv) Approval or adoption by the initial agreement, Board of Directors or of the action of the Board, providing for such Business Combination; or (D) Approval by the shareholders of the Company of a complete liquidation plan or proposal which could result directly or indirectly in the liquidation, transfer, sale or other disposal of all or substantially all of the Company's Assets or the dissolution of the Company. 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Change Of Control. (A) The acquisition by shall be deemed to have occurred if any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) event set forth in any one of the Securities Exchange Act following paragraphs shall have occurred: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% twenty percent (20%) or... more of either (i) (A) the then outstanding common shares of common stock of the Company Parent (the "Outstanding Company Parent Common Stock") Shares") or (ii) (B) the combined voting power of the then outstanding voting securities of the Company Parent entitled to vote generally in the election of directors (the "Outstanding Company Parent Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute Securities"), excluding any Person who becomes such a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to Beneficial Owner in connection with a transaction which that complies with clauses (i), (A), (B) and (C) of paragraph (iii) below; (ii) and (iii) of Section 1(c)(C); or (B) Individuals individuals, who, as of the Effective Date, date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority two-thirds (2/3) of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date date hereof whose election, or nomination for election by the Company's Parent's shareholders, was approved by a vote of at least a majority two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were was 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 any other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (C) Consummation by (iii) the Company consummation of a reorganization, merger merger, amalgamation, consolidation, scheme of arrangement, exchange offer or consolidation similar transaction of the Parent or sale any of its subsidiaries or the sale, transfer or other disposition of all or substantially all of the assets Parent's Assets (any of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, which a "Corporate Transaction"), unless, following such Business Combination, (i) all Corporate Transaction or substantially series of related Corporate Transactions, as the case may be, (A) all of the individuals and entities (which, for purposes of this Agreement, shall include, without limitation, any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization or other business entity) who were the beneficial owners, respectively, of the Outstanding Company Parent Common Stock Shares and Outstanding Company Parent Voting Securities immediately prior to such Business Combination Corporate Transaction beneficially own, directly or indirectly, more than 60% sixty-six and two-thirds percent (66-2/3%) of, respectively, the then outstanding common shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, directors (or other governing body), as the case may be, of the corporation entity resulting from such Business Combination Corporate Transaction (including, without limitation, a corporation an entity which as a result of such transaction owns the Company Parent or all or substantially all of the Company's assets Parent's Assets either directly or through one (1) or more subsidiaries) subsidiaries or entities) in substantially the same proportions as their ownership, immediately prior to such Business Combination Corporate Transaction, of the Outstanding Company Parent Common Stock Shares and the Outstanding Company Parent Voting Securities, as the case may be, (ii) (B) no Person (excluding any entity resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company Parent or such corporation entity resulting from such Business Combination) Corporate Transaction) beneficially owns, directly or indirectly, 20% twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation entity resulting from such Business Combination Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation entity except to the extent that such ownership existed prior to the Business Combination, Corporate Transaction and (iii) (C) at least a majority two-thirds (2/3) of the members of the board of directors (or other governing body) of the corporation entity resulting from such Business Combination Corporate Transaction were members of the Incumbent Board at the time of the execution approval of such Corporate Transaction; or (iv) Approval or adoption by the initial agreement, Board of Directors or of the action of the Board, providing for such Business Combination; or (D) Approval by the shareholders of the Company Parent of a complete liquidation plan or proposal which could result directly or indirectly in the liquidation, transfer, sale or other disposal of all or substantially all of the Parent's Assets or the dissolution of the Company. 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Change Of Control. (A) The acquisition by shall be deemed to have occurred if any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) event set forth in any one of the Securities Exchange Act following paragraphs shall have occurred: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% twenty percent (20%) or... more of either (i) (A) the then outstanding common shares of common stock of the Company (the "Outstanding Outstanding Company Common Stock") Shares) or (ii) (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute Securities), excluding any Person who becomes such a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition pursuant to Beneficial Owner in connection with a transaction which that complies with clauses (i), (A), (B) and (C) of paragraph (iii) below; (ii) and (iii) of Section 1(c)(C); or (B) Individuals individuals, who, as of the Effective Date, date hereof, constitute the Board (the "Incumbent Board") Incumbent Board) cease for any reason to constitute at least a majority two-thirds (2/3) of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were was 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 any other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (C) Consummation by (iii) the Company consummation of a reorganization, merger merger, amalgamation, consolidation, scheme of arrangement, exchange offer or consolidation similar transaction of the Company or sale any of its subsidiaries or the sale, transfer or other disposition of all or substantially all of the assets Company's Assets (any of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, which a Corporate Transaction), unless, following such Business Combination, (i) all Corporate Transaction or substantially series of related Corporate Transactions, as the case may be, (A) all of the individuals and entities (which, for purposes of this Agreement, shall include, without limitation, any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization or other business entity) who were the beneficial owners, respectively, of the Outstanding Company Common Stock Shares and Outstanding Company Voting Securities immediately prior to such Business Combination Corporate Transaction beneficially own, directly or indirectly, more than 60% sixty-six and two-thirds percent (66-2/3%) of, respectively, the then outstanding common shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, directors (or other governing body), as the case may be, of the corporation entity resulting from such Business Combination Corporate Transaction (including, without limitation, a corporation an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets Assets either directly or through one (1) or more subsidiaries) subsidiaries or entities) in substantially the same proportions as their ownership, immediately prior to such Business Combination Corporate Transaction, of the Outstanding Company Common Stock Shares and the Outstanding Company Voting Securities, as the case may be, (ii) (B) no Person (excluding any entity resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation entity resulting from such Business Combination) Corporate Transaction) beneficially owns, directly or indirectly, 20% twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation entity resulting from such Business Combination Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation entity except to the extent that such ownership existed prior to the Business Combination, Corporate Transaction and (iii) (C) at least a majority two-thirds (2/3) of the members of the board of directors (or other governing body) of the corporation entity resulting from such Business Combination Corporate Transaction were members of the Incumbent Board at the time of the execution approval of such Corporate Transaction; or (iv) Approval or adoption by the initial agreement, Board of Directors or of the action of the Board, providing for such Business Combination; or (D) Approval by the shareholders of the Company of a complete liquidation plan or proposal which could result directly or indirectly in the liquidation, transfer, sale or other disposal of all or substantially all of the Company's Assets or the dissolution of the Company. 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