Change Of Control

Change Of Control. Means the occurrence of any of the following: (1) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of State Auto Financial representing 25% or more of the combined voting power of State Auto Financial's then outstanding securities, excluding (i) any acquisition by State Auto Financial... or any Subsidiary; (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by State Auto Financial, a Subsidiary or State Auto Mutual or any such acquisition by State Auto Mutual; or (2) A majority of the Board of Directors of State Auto Financial at any time is comprised of other than Continuing Directors (for purposes of this Agreement, the term "Continuing Director" means a director who was either (A) first elected or appointed as a Director prior to the date of this Agreement; or (B) subsequently elected or appointed as a director if such director was nominated by the Nominating and Governance Committee or appointed by at least two thirds of the then Continuing Directors); or (3) Any event or transaction if State Auto Financial would be required to report it in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act; or (4) Any of the following occurs: (A) a merger or consolidation of State Auto Financial, other than a merger or consolidation in which the voting securities of State Auto Financial immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into 2 securities of the surviving entity) 51% or more of the combined voting power of State Auto Financial or surviving entity immediately after the merger or consolidation with another entity; (B) a sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a single transaction or a series of related transactions) of all or substantially all of the assets of State Auto Financial which shall include, without limitation, the sale of assets or earning power aggregating more than 50% of the assets or earning power of State Auto Financial on a consolidated basis; (C) a reorganization, reverse stock split, or recapitalization of State Auto Financial which would result in any of the foregoing; or (D) a transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing. (5) As respects State Auto Mutual, any of the following occurs: (A) State Auto Mutual affiliates with or is merged into or consolidated with a third party and as a result, a majority of the Board of Directors of State Auto Mutual or its successor is comprised of other than Continuing Directors (as defined above). (B) State Auto Mutual completes a conversion to a stock insurance company and as a result of which a majority of the Board of Directors of State Auto Mutual or its successor is comprised of other than Continuing Directors (as defined above). (C) State Auto Mutual is subject to an order of rehabilitation or liquidation entered by the insurance commissioner of the state of domicile of State Auto Mutual, provide that such order must be entered prior to February 9, 2008 for such order to constitute a change in control. View More

Change Of Control. Shall mean (i) a merger or consolidation of the Flextronics International Ltd. in which its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity immediately after the merger or consolidation, (ii) the sale, lease, conveyance or other disposition of all or substantially all of the Flextronics International Ltd's assets as an entirety... or substantially as an entirety to any person, entity or group acting in concert; (iii) any transaction or series of transactions (as a result of a tender offer, merger, consolidation or otherwise) that results in, or that is in connection with, any person, entity or group acting in concert becoming the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) directly or indirectly, of more than 50% of the aggregate voting power of all classes of shares of Flextronics International Ltd; or (iv) a liquidation and winding up of the business of Flextronics International Ltd. View More

Change Of Control. Any of the following: (i) a merger, consolidation or other business combination or transaction to which the FHC is a party if the shareholders of FHC immediately prior to the effective date of such merger, consolidation or other business combination or transaction, as a result of such share ownership, have beneficial ownership of voting securities representing less than 60% of the Total Current Voting Power of the surviving or successor entity (or its ultimate parent company) following such... merger, consolidation or other business combination or transaction; (ii) an acquisition by any person, entity or 13D Group of direct or indirect beneficial ownership of Voting Securities representing 40% or more of the Total Current Voting Power of FHC; (iii) a sale of all or substantially all the assets of FHC or (iv) a liquidation or dissolution of FHC. View More

Change Of Control. Means the occurrence of any of the following events: (i) a change in ownership or control of the Company effected through either of the following transactions: (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a current stockholder of the Company or a trustee or other fiduciary holding securities of the Company under an employee benefit plan maintained by the Company or any corporation owned, directly or indirectly, by the Company's stockholders... in substantially the same proportions as their ownership of the Company's stock, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total combined voting power of the Company's then-outstanding securities pursuant to a tender or exchange offer made directly to the Company's stockholders and which the Board does not recommend such stockholders to accept; or (B) a change in the composition of the Board over a period of thirty-six consecutive months or less such that a majority of the members of the Board ceases to be comprised of individuals who are Continuing Members; for such purpose, a "Continuing Member" means an individual who is a member of the Board on the date of the Employment Agreement and any successor of a Continuing Member who is elected to the Board or nominated for election by action of a majority of Continuing Members then serving on the Board; or (ii) either of the following stockholder-approved transactions to which the Company is a party: (A) 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 or acquiring entity) at least 60% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (B) the sale, transfer or complete liquidation or dissolution of the Company of all or substantially all of the Company's assets. (iii) an event not otherwise described in subparagraph (i) or (ii), above, that is a merger or consolidation of the Company with any other corporation (other than a corporation controlled by, under common control with or controlling the Company), a sale or licensing by the Company of all or substantially all of the assets (including patents, patent applications and know-how) comprising either the Company's antisense technology or its immuno-modulatory technology, or a material acquisition by the Company, if, in connection with any of the events described in this subparagraph (iii), the Executive either (A) ceases to be employed as the Chief Executive Officer of the Company or the surviving entity by reason of a termination of employment by the Company or (B) terminates employment for Good Reason, in either case within six months of such event. View More

Change Of Control. Means (i) an event where any entity or person, or group of persons or entities acting jointly, acquires (whether by direct acquisition, merger, consolidation or similar transaction), directly or indirectly, control of more than fifty percent (50%) of the total voting securities of Company or (ii) the sale or other transfer of all or substantially all of the Company's assets, which, in the case of either clause (i) or (ii), results in the Common Stock of Company (or any successor company) no... longer being listed on the Nasdaq National Market, New York Stock Exchange or a similar national securities exchange. View More

Change Of Control. The term "Change of Control" shall mean the occurrence of any of the following events: (a) a transaction or series of transactions whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than Sorrento, any of its Affiliates, an employee benefit plan maintained by Sorrento or any of its Affiliates or a "person" that, prior to such transaction, directly or indirectly Controls, is Controlled by, or... is under common Control with Sorrento) directly or indirectly acquires Control of Sorrento immediately after such acquisition; or (b) the consummation by Sorrento of (i) a merger, consolidation, reorganization or business combination or (ii) a sale, lease, exclusive license or other disposition, in a single transaction or series of related transactions, of all or substantially all of the assets of Sorrento and its subsidiaries taken as a whole, in each case except where the holders of the equity interests in Sorrento immediately prior to the transaction will, immediately after such transaction, have fifty percent (50%) or more of the voting power of the equity interests in the entity that survives the transaction described in clause (i) or (ii) above, as applicable, or otherwise succeeds to the business of Sorrento, which voting securities are to be held by such holders immediately following such transaction in substantially the same proportion among themselves as such holders' ownership of the equity interests in Sorrento immediately before such transaction. View More

Change Of Control. Means the occurrence of (i) any consolidation or merger of the Corporation with or into any other entity, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Corporation), in which the stockholders of the Corporation immediately prior to such consolidation, merger, reorganization or transaction own capital stock representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the voting power of the... Corporation or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (ii) any transaction or series of related transactions, after giving effect to which in excess of fifty percent (50%) of the Corporation's voting power is owned directly, or indirectly through one or more entities, by any "person" (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries on a consolidated basis in any transaction or series of related transactions to any "person"; excluding, in the case of clause (i) or (ii), any bona fide primary or secondary public offering of securities View More

Change Of Control. (a) a transaction, other than an initial public offering on a recognized securities exchange or quotation system, involving RGX and a Competitor which results in the voting securities of RGX outstanding immediately prior thereto ceasing to represent at least a majority of the combined voting power of the surviving entity immediately after such transaction; or (b) the sale of all or substantially all of the assets of RGX to a Competitor

Change Of Control. Means when any person or group of persons (within the meaning of Sections 13 and 14 of the Securities and Exchange Act of 1934 (the Exchange Act) and the rules and regulations of the Securities and Exchange Commission (the Commission) relating to such Sections) shall have acquired after the date hereof beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 promulgated by the Commission pursuant to the Exchange Act) of 50.1% or more of the outstanding shares of Common Stock of the... Corporation after the date hereof. View More

Change Of Control. A Change of Control shall be deemed to have occurred if (i) any person or group (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) shall acquire, in one or a series of transactions, whether through sale of stock or merger, ownership of stock of APP that possesses fifty percent or more of the total fair market value or total voting power of the stock of APP or any successor to APP; (ii) a merger in which APP is a... party after which merger the stockholders of APP do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the surviving company; or (iii) the sale, exchange or transfer of all or substantially all of APP's assets (other than a sale, exchange or transfer to one or more corporations where the stockholders of APP before and after such sale, exchange or transfer, directly or indirectly, are the beneficial owners of at least a majority of the voting stock of the corporation(s) to which the assets were transferred). View More