Change Of Control. Shall mean the occurrence of any of the following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; (ii) 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) 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; (iii) The approval by the 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; or (iv) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.
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Change Of Control.
Shall mean the occurrence of means: (i) any
of the following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) amended), becomes the
"beneficial owner" "Beneficial Owner" (as defined in Rule 13d-3 under
said Act), the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more
than 50% of the total voting power represented by the Company's
... then outstanding voting securities; securities (excluding for this purpose any such voting securities held by the Company, or any affiliate, parent or subsidiary of the Company or any employee benefit plan of the Company) pursuant to a transaction or a series of transactions which the Company's Board of Directors does not approve; (ii) A a merger or consolidation of the Company with any other corporation, other than a merger Company, whether or consolidation that would result not approved by the Company's Board of Directors, which results in the voting securities of the Company outstanding immediately prior thereto continuing failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) at least 50% of either (i) the total combined voting power represented by of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) The approval by consolidation or (ii) the shareholders total fair market value of the Company of a plan of complete liquidation securities of the Company or an agreement for such surviving entity outstanding immediately after such merger or consolidation; (iii) the sale or disposition by the Company of all or substantially all of the Company's assets; assets (or consummation of any transaction having similar effect) provided that the sale or disposition is of more than two-thirds (2/3) of the assets of the Company; or (iv) A change in the composition date a majority of the Board, members of the Company's Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or election; provided, however, that no individual initially appointed or elected to the Company's Board of Directors as a result of which fewer an actual or threatened election contest with respect to the Company's Board of Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Company's Board of Directors shall be deemed to be endorsed by a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors members of the Company as Company's Board of Directors. In any case, a Change of Control under this Section 11(b) must also meet the requirements of a change in ownership or effective control, or a sale of a substantial portion of the date hereof, or (B) are elected, or nominated for election, to the Board Company's assets in accordance with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors Section 409A(a)(2)(A)(v) of the Company. Code and the applicable provisions of Treasury Regulation § 1.409A-3.
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Change Of Control.
Shall mean means the occurrence of any of the following
events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) events after the Effective Date: i. The acquisition by any Person or group of
the ultimate beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) becomes amended (the "Exchange Act")) of more than 50% of the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of then... outstanding securities of the Company representing fifty percent (50%) or more entitled to vote generally in the election of directors; excluding, however, the following: (A) any acquisition directly from the Company (other than any acquisition by virtue of the total voting power represented exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was itself acquired directly from the Company); (B) any acquisition by the Company; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlled by the Company; (D) any acquisition by the Participant, by all Participant-Related Party (as defined herein) or by a group of which the Participant is a member; or (E) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C); or ii. Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or iii. A Corporate Transaction, unless (A) securities representing more than 50% of the then outstanding voting securities; (ii) A merger or consolidation securities entitled to vote generally in the election of directors of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of corporation resulting from or surviving such Corporate Transaction (or the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities ultimate parent of the Company or such surviving entity outstanding immediately corporation after such merger Corporate Transaction) are beneficially owned subsequent to such Corporate Transaction by the Person or consolidation; (iii) Persons who were the beneficial owners of the outstanding securities of the Company entitled to vote generally in the election of directors immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction, (B) no Person (excluding any corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company of such corporation resulting from such Corporate Transaction) ultimately beneficially owns, directly or indirectly, more than 50% of the then outstanding securities entitled to vote generally in the election of directors of the 2 Company or the corporation resulting from or surviving such Corporate Transaction (or the ultimate parent of the Company or such corporation after such Corporate Transaction) except to the extent that such ownership existed prior to the Corporate Transaction; and (C) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or iv. The approval sale, transfer or other disposition of all or substantially all of the assets of the Company; or v. Approval by the shareholders of the Company of a plan of complete liquidation or dissolution of the Company. Notwithstanding the foregoing, if a Change of Control occurs, no subsequent event or condition shall constitute a Change of Control hereunder. For purposes of this definition of "Change of Control," securities entitled to vote generally in the election of directors that are issuable upon the exercise of an exercise, conversion or exchange right shall be deemed to be outstanding. In addition, for purposes of this definition of Change of Control, the following terms have the meanings set forth below: A "Corporate Transaction" means a reorganization, recapitalization, merger or consolidation of the Company. A Person shall be deemed to be the "owner" of any securities of which such Person would be the "beneficial owner," as such term is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act. "Person" has the meaning used in Rule 13d of the Exchange Act, except that "Person" does not include (i) the Participant, a Participant-Related Party, or any group of which the Participant or Participant-Related Party is a member, or (ii) the Company or a wholly owned subsidiary of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (iv) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors employee benefit plan (or related trust) of the Company as or of a wholly owned subsidiary. A "Participant-Related Party" means any affiliate or associate of the date hereof, Participant other than the Company or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors subsidiary of the Company. The terms "affiliate" and "associate" have the meanings given in Rule 12b-2 under the Exchange Act; the term "registrant" in the definition of "associate" means, in this case, the Company.
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Change Of Control.
Shall mean means the occurrence of any of the following events: (i)
Any any "person"
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), owner", directly or indirectly, of securities of the
Parent Company representing
more than fifty
percent (50%) or more (50) % of the total voting power represented by the
Parent Company's then outstanding voting securities; (ii)
A the... consummation by the Parent Company of a merger or consolidation of the Parent Company with any other corporation, other than a merger or consolidation that which would result in the voting securities of the Parent Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of (50%)of the total voting power represented by the voting securities of the Parent Company or such surviving entity outstanding immediately after such merger or consolidation; consolidation (in substantially the same proportions relative to each other as immediately prior to the transaction); or (iii) The approval by the shareholders consummation of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Parent Company of all or substantially all of the Parent Company's assets; assets (it being understood that the sale or (iv) A change in the composition spinoff of one or more (but not all material) divisions of the Board, as a result Parent Company shall not constitute the sale or disposition of which fewer than a majority all or substantially all of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors Parent Company's assets). Further and for the avoidance of doubt, a transaction will not constitute a Change of Control if: (i) its sole purpose is to change the state of the Company as of Parent Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the date hereof, or (B) are elected, or nominated for election, to same proportions by the Board with persons who held the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. Parent Company's securities immediately before such transaction.
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Change Of Control.
Shall shall mean the occurrence of any of the following events:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) (i)an acquisition of
the 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 fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; (ii) 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 by any "Person" or "Group" (as those terms are used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately prior thereto continuing after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-five percent (35%) or more of the combined voting power of the Company's then-outstanding voting securities; provided, however, that the acquisition of voting securities in a "Non-Control Transaction" (as hereinafter defined) shall not constitute a Change of Control; (ii)the individuals who, as of the Effective Date, are members of the Board (the "Incumbent Board"), cease for any reason to represent (either constitute a majority of the Board; provided, however, that if the election, or nomination for election by remaining outstanding the Company's common stockholders, of any new director (excluding any director whose nomination or election to the Board is the result of any actual or threatened proxy contest or settlement thereof) was approved by being converted a vote of at least a majority of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; (iii)the consummation of a merger, consolidation or reorganization with or into voting the Company or in which securities of the surviving entity) Company are issued (a "Merger"), unless such Merger is a Non-Control Transaction. A "Non-Control Transaction" shall mean a Merger where: (1) the stockholders of the Company immediately before such Merger own, directly or indirectly, immediately following such Merger more than fifty percent (50%) of the total combined 3 voting power represented by of the outstanding voting securities of the entity resulting from such Merger or its controlling parent entity (the "Surviving Entity"), (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors (or similar governing body) of the Surviving Entity, and (3) no Person other than (X) the Company, its subsidiaries or any entity controlling, controlled by or under common control with the Company (each such entity, an "affiliate") or any of their respective employee benefit plans (or any trust forming a part thereof) that, immediately prior to such Merger, was maintained by the Company or any subsidiary or affiliate of the Company, or (Y) any Person who, immediately prior to such surviving entity Merger, had Beneficial Ownership of thirty-five percent (35%) or more of the then-outstanding voting securities of the Company, has Beneficial Ownership of thirty-five percent (35%) or more of the combined voting power of the outstanding immediately after such merger voting securities or consolidation; (iii) The common stock of the Surviving Entity; (iv)the approval by the shareholders holders of the Company's then-outstanding voting securities of a complete liquidation or dissolution of the Company (other than where all or substantially all of a plan of complete liquidation assets of the Company are transferred to or an agreement for remain with subsidiaries of the Company); or (v)the sale or other disposition by the Company of all or substantially all of the Company's assets; or (iv) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors assets of the Company as and its direct and indirect subsidiaries on a consolidated basis, directly or indirectly, to any Person (other than a transfer to an affiliate of the date hereof, Company) unless such sale or (B) are elected, or nominated disposition constitutes a Non-Control Transaction (with the disposition of assets being regarded as a Merger for election, to this purpose).Notwithstanding the Board with the affirmative votes foregoing, a Change of at least Control shall not occur solely based on a majority filing of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors a Chapter 11 reorganization proceeding of the Company.
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Change Of Control.
Shall mean the occurrence of any of the following events: (i)
Any "person" an acquisition of any voting securities of the Company (the "Voting Securities") by any Person (as
such term is used in defined for purposes of Sections 13(d)
and or 14(d) of the
Securities Exchange Act of 1934, as
amended) becomes amended (the "Exchange Act")), other than any parent, subsidiary or affiliate of the
"beneficial owner" Company, immediately after which such Person has Beneficial Ownership (as defined in
... Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more Exchange Act) of the total voting power represented by the Company's then outstanding voting securities; (ii) 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) more than fifty percent (50%) of the total combined voting power represented of the Company's then outstanding Voting Securities; provided, that in determining whether a Change of Control has occurred, (i) Voting Securities acquired by the voting securities an employee benefit plan (or trust forming part of such a plan) and (ii) all Voting Securities acquired by any parent or subsidiary of the Company in connection with the reorganization of the Company pursuant to which the resulting Company continues to be controlled by the same shareholders, shall be disregarded (the transactions described in clauses (i) and (ii) are hereinafter called a "Non-Control Transaction"); or (ii) individuals who, as of the date of this Policy, are members of the Company's Board of Directors (the "Incumbent Board") cease for any reason to constitute more than 50% of the members of the Company's Board (excluding any director turnover resulting from death, disability, retirement, or regulatory order) in any 12 month period; provided that if a director is nominated by the Board and elected by the Company's common stock holders, such surviving entity outstanding immediately after such merger newly elected director shall be treated as a member of the Incumbent Board; provided, further, that no individual shall be considered a member of the Incumbent Board if that individual initially assumed office as a result of either an actual or consolidation; threatened "Election Contest" (as described in Rule 14a-11 of the Exchange Act) or any other actual or threatened solicitation of proxies or consents on behalf of a person other than the Board (a "Proxy Contest") including election by reason of any settlement of an Election Contest on Proxy Contest); or (iii) The upon approval by the stockholders of the Company, the merger, consolidation or reorganization of the Company (excluding any Non-Control Transaction) if the stockholders of the Company, immediately following the merger, consolidation or reorganization, directly or indirectly own less than 50% of the combined voting power of the Voting Securities of the corporation resulting from such merger, consolidation or reorganization; and no other Person, other than Persons who were shareholders of the Company immediately prior to the merger, consolidation or reorganization, have beneficial ownership 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 more than 25% of the Company's assets; or (iv) A change in outstanding Voting Securities. Notwithstanding the composition foregoing, a Change of Control shall not be deemed to occur solely because a Person's Beneficial Ownership of the Board, outstanding Voting Securities increased as a result of which fewer than a majority the acquisition of Voting Securities by the Company which, by reducing the number of the directors Company's securities then outstanding, increases the proportional number of shares beneficially owned by existing Persons who are Incumbent Directors. "Incumbent Directors" shareholders. The provisions of this definition shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, be construed to the Board comply and be consistent with the affirmative votes definition of Change of Control set forth in Treasury Reg. 1.409A-3(g)(5), and in no event shall the amount of any payment made to a Participant on account of a Change of Control be accelerated at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. Company, or any other Person.
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Change Of Control.
Shall mean means the occurrence of
any an event or series of events which qualify as a change in control event for purposes of Code Section 409A and Treasury Regulation §1.409A-3(i)(5), including: (i) A change in the ownership of the
following events: (i) Any "person" Company, which shall occur on the date that any one Person, or more than one Person Acting as a Group (as
such term is used in Sections 13(d) and 14(d) defined below), other than Excluded Person(s) (as defined below), acquires... ownership of the 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 stock of the Company representing fifty percent (50%) that, together with the stock then held by such Person or more of the total voting power represented by the Company's then outstanding voting securities; (ii) 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) group, constitutes more than fifty percent (50%) of the total voting power represented fair market value of the stock of the Company. However, if any one Person or more than one Person Acting as a Group is considered to own more than fifty (50%) of the total fair market value of the stock of the Company, the acquisition of additional stock by the voting securities same Person or Persons is not considered to cause a Change of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) The approval by the 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; or (iv) Control. (ii) A change in the composition effective control of the Board, Company, which shall occur on the date that: (1) Any one Person, or more than one Person Acting as a result Group, other than Excluded Person(s), acquires (or has acquired during the twelve (12) month period ending on the date of which fewer the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company. However, if any one Person or more than one Person Acting as a Group is considered to own more than thirty percent (30%) of the total voting power of the stock of the Company, the acquisition of additional voting stock by the same Person or Persons is not considered to cause a Change of Control; or (2) A majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the directors are Incumbent Directors. "Incumbent Directors" members of the Board prior to the date of the appointment or election. (iii) A change in the ownership of a substantial portion of the Company's assets, which shall mean directors who either (A) are directors occur on the date that any one Person, or more than one Person Acting as a Group, other than Excluded Person(s), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total Gross Fair Market Value (as defined below) equal to more than fifty percent (50%) of the total Gross Fair Market Value of all the assets of the Company as immediately prior to such acquisition or acquisitions, other than an Excluded Transaction (as defined below). For purposes of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. this Subsection (g):
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Change Of Control.
Shall mean (i) The acquisition by any individual entity or group, within the
occurrence meaning of
any Section 13(d)(3) or 14(d)(2) of the
following events: (i) Any "person" (as such term is used in Sections 13(d) Exchange Act, other than the Investor Groups and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), their Affiliates (the "Permitted Holders"), directly or indirectly, of
beneficial ownership of equity... securities of the Company representing fifty percent (50%) or more than 50% of the total voting power represented by the Company's then outstanding voting securities; (ii) A merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting then-outstanding equity securities of the Company outstanding immediately prior thereto continuing entitled to represent (either vote generally in the election of directors (the "Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following shall not constitute a Change of Control: (A) any acquisition 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 by any Sponsor Stockholder, (B) any acquisition by any employee benefit plan (or related trust) sponsored or consolidation; (iii) The approval maintained by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the any Subsidiary, or (C) any acquisition by any Person pursuant to a transaction which complies with clauses (A) and (B) of subsection (ii) below; or (ii) The consummation of a reorganization, merger or consolidation or sale or other disposition by the Company of all or substantially all of the Company's assets; or (iv) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors assets of the Company as or the purchase of assets or stock of another entity (a "Business Combination"), in each case, unless immediately following such Business Combination, (A) all or substantially all of the date hereof, or (B) are elected, or nominated for election, beneficial owners of the Company's Voting Securities immediately prior to such Business Combination beneficially own more than 50% of the Board with then-outstanding combined voting power of the affirmative votes of at least a majority of those directors whose election or nomination was not then-outstanding securities entitled to vote generally in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the entity resulting from such Business Combination in substantially the same proportion (relative to each other) as their ownership immediately prior to such Business Combination of the Company Voting Securities, and (B) no Person (excluding the Permitted Holders) beneficially owns, directly or indirectly, more than a majority of the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination. Notwithstanding paragraphs (i) and (ii) above, in no event will a Change of Control be deemed to occur if the Permitted Holders maintain a direct or indirect Controlling Interest in the Company. A "Controlling Interest" in an entity shall mean beneficial ownership of more than 50% of the voting power of the outstanding equity securities of the entity. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Stockholders Agreement, dated January 26, 2007, as amended, by and among the Company, ARAMARK Intermediate HoldCo Corporation, and the stockholders named therein.
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Change Of Control.
Shall mean the occurrence of any (i) a Person either (A) acquires twenty percent (20%) or more of the
following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) combined voting power of the
Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of outstanding securities of the Company
representing having the right to vote in elections of directors and such acquisition shall not have... been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the total combined voting power represented by of the Company's then outstanding voting securities; securities of the Company having a right to vote in elections of directors; or (ii) A merger Continuing Directors shall for any reason cease to constitute a majority of the Board; or (iii) the Company disposes of all or substantially all of the business of the Company to a party or parties other than a subsidiary or other affiliate of the Company pursuant to a partial or complete liquidation of the Company, sale of assets (including stock of a subsidiary of the Company) or otherwise; or (iv) there is consummated a merger, consolidation or share exchange of the Company with any other corporation, corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), other than (A) a merger merger, consolidation or consolidation that share exchange which would result in the voting securities of the Company outstanding immediately prior thereto to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than entity or any parent thereof) at least fifty percent (50%) of the total combined voting power represented by of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or consolidation; (iii) The approval share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the Effective Date pursuant to express authorization by the Board that refers to this exception) representing twenty percent (20%) or more of either the then outstanding shares of Stock or the Company or the combined voting power of the Company's then outstanding voting securities. For purposes of this Plan, (1) the term "Continuing Director" shall mean a member of the Board who either was a member of the Board on the Effective Date or who subsequently became a Director and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Continuing Directors then in office, and (2) the term "Excluded Person" shall mean (A) the Company or its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership 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; or (iv) A change stock 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, Company. If an Award is considered deferred compensation subject to the Board with provisions of Code Section 409A, then the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating foregoing definition shall be deemed amended to the election of directors of minimum extent necessary to comply with Code Section 409A, and the Company. Administrator may include such amended definition in the Award agreement issued with respect to such Award.
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Change Of Control.
Shall mean the occurrence a change of
any control of the
following events: Company of a nature which would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") or in response to any other form or report to the Securities and Exchange Commission or any stock exchange on which the Company's shares are listed which requires the reporting of a change of control. In addition, a Change... of Control shall be deemed to have occurred if (i) Any any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more than 50% of the total combined voting power represented by of the Company's then outstanding voting securities; (ii) A in any two-year period, individuals who were members of the Board at the beginning of such period plus each new director whose election or nomination for election was approved by at least two-thirds of the directors in office immediately prior to such election or nomination, cease for any reason to constitute at least a majority of the Board, (iii) a majority of the members of the Board in office prior to the happening of any event and who are still in office after such event, determines in its sole discretion within one year after such event, that as a result of such event there has been a Change of Control, (iv) there is consummated a merger or consolidation of the Company or subsidiary thereof with or into any other corporation, other than a merger or consolidation that which would result in the holders of the voting securities of the Company outstanding immediately prior thereto continuing to holding securities which 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; (iii) The approval by consolidation more than 50% of the shareholders combined voting power of the voting securities of either the Company or the other entity which survives such merger or consolidation or the parent of the entity which survives such merger or consolidation, or (v) the stockholders of the Company of approve a plan of complete liquidation of the Company and such plan of complete liquidation of the Company is consummated or an agreement for there is consummated the sale or disposition by the Company of all or substantially all of the Company's assets; assets, other than a sale or (iv) A change in disposition by the composition Company of all or substantially all of the Board, as a result Company's assets to an entity, at least 80% of the combined voting power of the voting securities of which fewer than a majority of are owned by persons in substantially the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors same proportions as their ownership of the Company as immediately prior to such sale. Notwithstanding the foregoing definition, "Change of Control" for purposes of this Agreement, shall exclude the acquisition of securities representing more than 20% of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors combined voting power of the Company by the Company, any of its wholly owned subsidiaries, or any trustee or other fiduciary holding securities of the Company under an employee benefit plan now or hereafter established by the Company. As used herein, the term "beneficial owner" shall have the same meaning as under Section 13(d) of the Exchange Act, and related case law.
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Change Of Control.
Shall mean the occurrence of any of the
following events: following: (i)
Any any "person" (as
such term is used defined in Sections 13(d) and 14(d) of the
Securities Exchange
Act Act), excluding for this purpose, (A) the Company or any subsidiary of
1934, as amended) the Company or (B) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires... beneficial ownership of voting securities of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more than 50% of the total combined voting power represented by of the Company's then outstanding voting securities; (ii) A consummation of a reorganization, merger or consolidation of the Company with any other corporation, other than a merger Company, in each case, unless, following such transaction, all or consolidation that would result in substantially all the individuals and entities who were the beneficial owners of outstanding voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then 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; (iii) The approval by the 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; or (iv) A change entitled to vote generally 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 the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the company resulting from such transaction (including, without limitation, a company that, as a result of such transaction, owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such transaction of the outstanding voting securities of the Company; (iii) any sale or disposition by the Company, in one transaction or a series of related transactions, of all or substantially all the Company's assets; (iv) a "Board Change" which, for purposes of this Agreement, shall have occurred if a majority of the seats on the Board are occupied by individuals who were neither (A) nominated by a majority of the Incumbent Directors nor (B) appointed by directors so nominated ("Incumbent Director" means a member of the Board who has been either (1) nominated by a majority of the directors of the Company then in office or (2) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board); or (v) an approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
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