Change Of Control Definition Example with 57 Variations

Change Of Control. (i) Change of Control shall mean the approval by stockholders occurrence of any of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by... the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 under said Act), directly or indirectly, of securities of the Company Corporation representing 50% forty percent (40%) or more of the total voting power represented by the Company's Corporation's then outstanding voting securities; or (iv) a (ii) A change in the composition of the Board, board of directors of the Corporation occurring within six (6) months period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company Corporation as of the date hereof, or (B) are elected, or nominated for election, to the Board board of directors of the Corporation with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors to the Corporation); or (iii) The stockholders of the Company. Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets. View More

Change Of Control. (i) shall mean the approval by stockholders occurrence of any of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting... securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 under said Act), directly or indirectly, of securities of the Company Corporation representing 50% forty percent (40%) or more of the total voting power represented by the Company's Corporation's then outstanding voting securities; or (iv) a (ii) A change in the composition of the Board, board of directors of the Corporation occurring within a twenty-four (24) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company Corporation as of the date hereof, or (B) are elected, or nominated for election, to the Board board of directors of the Corporation with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors to the Corporation); or (iii) The consummation of a merger or consolidation of the Company. Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or the consummation of a sale or disposition by the Corporation of all or substantially all the Corporation's assets. View More

Change Of Control. (i) shall mean the approval by stockholders occurrence of any of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting... securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any following events: 1 (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 under said Act), directly or indirectly, of securities of the Company Corporation representing 50% forty percent (40%) or more of the total voting power represented by the Company's Corporation's then outstanding voting securities; or (iv) a (ii) A change in the composition of the Board, board of directors of the Corporation occurring within a twenty-four (24) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company Corporation as of the date hereof, or (B) are elected, or nominated for election, to the Board board of directors of the Corporation with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors to the Corporation); or (iii) The consummation of a merger or consolidation of the Company. Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or the consummation of a sale or disposition by the Corporation of all or substantially all the Corporation's assets. View More

Change Of Control. (i) the approval by stockholders of the Company of a merger sale, lease, conveyance or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities... of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) assets to any "person" (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) amended), entity or group of persons acting in concert; (ii) any person or group of persons becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; (iii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its controlling entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity (or its controlling entity) outstanding immediately after such merger or consolidation; or (iv) a change contest for the election or removal of members of the Board that results in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to removal from the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors 50% of the Company. incumbent members of the Board. View More

Change Of Control. (i) each and all of the approval by following occurrences: i. The stockholders of the Company of approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) entity or its parent company) more than fifty percent (50%) of... the total voting power represented by the voting securities of the Company or such surviving entity entity, or its parent company, outstanding immediately after such merger or consolidation; (ii) the approval by consolidation, or the stockholders of the Company of approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) assets. ii. The acquisition by any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, Person as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), Beneficial Owner, directly or indirectly, of securities of the Company representing 50% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change securities. iii. Any other provision of this Section 2 notwithstanding, the term Change in the composition Control shall not include either of the Board, as a following even ts undertaken at the election of the Company: 1. Any transaction, the sole purpose of which is to change the state of the Company's incorporation; or 2. A transaction, the result of which fewer than a majority is to sell all or substantially all of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors assets of the Company as to another corporation (the "surviving corporation"); provided that the surviving corporation is owned directly or indirectly by the stockholders of the date hereof, or (B) are elected, or nominated for election, to Company immediately following such transaction in substantially the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors same proportions as their ownership of the Company. Company's Common Stock immediately preceding such transaction; and provided, further, that the surviving corporation expressly assumes this Agreement. View More

Change Of Control. (i) the approval by stockholders occurrence of any of the following events: (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of a merger or consolidation which is to change the jurisdiction of the Company with Company's organization; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) any other corporation, other than a merger reorganization or consolidation business combination in which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) or more of the total voting power represented by the Company's outstanding voting securities are transferred to different holders in a single transaction or series of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the related transactions; (iv) any approval by the stockholders shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) Company; (v) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities; or (iv) (vi) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, (B) are elected, or (B) nominated for election, to the Board with the affirmative votes of the directors of the Company as of the date hereof, or (C) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions transaction described in subsections (i), (ii), or (iii) (i) through (v) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. View More

Change Of Control. (i) the approval by stockholders occurrence of any of the following events: (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of a merger or consolidation which is to change the jurisdiction of the Company with Company's organization; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) any other corporation, other than a merger reorganization or consolidation business combination in which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) or more of the total voting power represented by the Company's outstanding voting securities are transferred to different holders in a single transaction or series of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the related transactions; (iv) any approval by the stockholders shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) Company; (v) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities; or (iv) (vi) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, (B) are elected, or (B) nominated for election, to the Board with the affirmative votes of the directors of the Company as of the date hereof, or (C) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions transaction described in subsections (i), (ii), or (iii) (i) through (v) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. View More

Change Of Control. (i) shall mean the approval by stockholders occurrence of any of the following events: (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of a merger or consolidation which is to change the jurisdiction of the Company with Company's organization; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) any other corporation, other than a... merger reorganization or consolidation business combination in which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) or more of the total voting power represented by the Company's outstanding voting securities are transferred to different holders in a single transaction or series of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the related transactions; (iv) any approval by the stockholders shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) Company; (v) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities; or (iv) (vi) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, (B) are elected, or (B) nominated for election, to the Board with the affirmative votes of the directors of the Company as of the date hereof, or (C) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions transaction described in subsections (i), (ii), or (iii) (i) through (v) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. View More

Change Of Control. means the occurrence of any of the following events: (i) Ownership. Any 'Person' (as such term is used in Sections 13(d) and 14(d) of the approval by stockholders Securities Exchange Act of 1934, as amended) becomes the 'Beneficial Owner' (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose any such voting... securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or (ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company with any other corporation, whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for (B) the sale or disposition by the Company of all or substantially all of the Company's assets; assets in a transaction requiring shareholder approval; or (iii) any "person" (as such term is used Change in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a Board Composition. A change in the composition of the Board, Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" 'Incumbent Directors' shall mean directors who either (A) are directors of the Company as of the date hereof, November 11, 2006, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors of to the Company. Company). View More

Change Of Control. means the occurrence of any of the following events: (i) Ownership. Any 'Person' (as such term is used in Sections 13(d) and 14(d) of the approval by stockholders Securities Exchange Act of 1934, as amended) becomes the 'Beneficial Owner' (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting (1) Amendment in Section 3(a) subject to shareholder... approval. securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or (ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company with any other corporation, whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for (B) the sale or disposition by the Company of all or substantially all of the Company's assets; assets in a transaction requiring shareholder approval; or (iii) any "person" (as such term is used Change in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a Board Composition. A change in the composition of the Board, Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" 'Incumbent Directors' shall mean directors who either (A) are directors of the Company as of the date hereof, November 11, 2006, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors of to the Company. Company). View More