Change Of Control

Change Of Control. With respect to any payment to be made to Employee hereunder, shall have the meaning ascribed to that term in the Suburban compensation or benefit plan from which such payment is being made.

Change Of Control. Any transaction or series of related transactions in which (i) substantially all of the assets of the Company are sold; or (ii) any merger, reorganization or acquisition in which the stockholders of the Company immediately prior to such transaction beneficially own securities representing less than fifty-one percent (51%) of the total combined voting power of the outstanding voting securities of the successor corporation (or any parent thereof) immediately after such transaction

Change Of Control. The meaning set forth in the Company's Change of Control Severance Plan

Change Of Control. For the purposes of this Agreement, a "Change of Control" shall mean: (i) The Company acquires actual knowledge that any Person, other than the Company, a Subsidiary, or any employee benefit plan(s) sponsored by the Company or a Subsidiary, has acquired the Beneficial Ownership, directly or indirectly, of securities of the Company entitling such Person to 20% or more of the Voting Power of the Company; (ii) The making of a Tender Offer resulting in the acquisition of securities of the Company... entitling the holders thereof to 20% or more of the Voting Power of the Company; (iii) The making of a solicitation subject to Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the "1934 Act") (or any successor Rule) resulting in the election or removal of 50% or more of the members of the Board or any class of the Board by any person other than the Company or less than 51% of the members of the Board (excluding vacant seats) shall be Continuing Directors; -2- (iv) The stockholders of the Company shall approve a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company as a result of which the stockholders of the Company immediately prior to such transaction shall not hold, directly or indirectly, immediately following such transaction at least 60% of the Voting Power of (i) in the case of a merger or consolidation, the surviving or resulting corporation, (ii) in the case of a share exchange, the acquiring corporation or (iii) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 20% of the consolidated assets of the Company immediately prior to the transaction; or (v) Any other event occurs which is deemed to be a Change of Control by the Board in its reasonable determination after a consideration of relevant facts and circumstances; provided, however, that (x) if securities beneficially owned by the Executive are included in determining the Beneficial Ownership of a Person referred to in paragraph (i) above, (y) the Executive is required to be named pursuant to Item 2 of the Schedule 14D-1 (or any similar successor filing requirement) required to be filed by the bidder making a Tender Offer referred to in paragraph (ii) above or (z) if the Executive is a "participant" as defined in Instruction 3 to Item 4 of Schedule 14A under the 1934 Act (or any successor Rule) in a solicitation (other than a solicitation by the Company) referred to in paragraph (iii) above, then no Change of Control with respect to the Executive shall be deemed to have occurred by reason of such event. View More

Change Of Control. (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the Commission thereunder as in effect on the date hereof) other than a Permitted Acquiror, of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; (b) a majority of the members of the board of directors of the Borrower do not... constitute Continuing Directors; (c) the acquisition of direct or indirect Control of the Borrower by any Person or group other than a Permitted Acquiror; or (d) the Borrower completes a share exchange, consolidation, merger, sale of all or substantially all of its assets or similar transaction, in each case, other than a share exchange, consolidation or merger in which the Permitted Acquiror or the holders of the Borrower's Equity Interests entitled to vote in the election of the board of directors of the Borrower generally immediately prior to the share exchange, consolidation or merger have, directly or indirectly, at least 60% of the total voting power in the aggregate of all classes of Equity Interests of the Borrower or, if such entity is not the Borrower, the continuing or surviving entity entitled to vote in the election of the board of directors of such Person generally immediately after the share exchange, consolidation or merger View More

Change Of Control. 8.3 Change of Control.

Change Of Control. Shall mean any transaction pursuant to which United sells its business other than to any Affiliate of United by (x) a sale or conveyance of all or substantially all of United's assets to any Person, or (y) a sale or conveyance of the equity interests in United, or a merger or consolidation of United with any Person, in any such case in which United's stockholders, immediately prior to such transaction shall own in the aggregate, immediately after giving effect thereto, less than a majority of... the voting interests or the economic interests of the surviving entity (or its parent) or the purchasing entity (or its parent), as the case may be; a public offering of UIHC' s equity securities shall not be considered a Change of Control for purposes hereof. View More

Change Of Control. (i) The consummation of any consolidation or merger of the Company pursuant to which the stockholders of the Company immediately prior to the merger or consolidation do not represent, immediately after the merger or consolidation, the beneficial owners (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")) of 50% or more of the combined voting power of the Company's (or the surviving entity's) then outstanding securities ordinarily (and apart from... rights occurring in special circumstances) having the right to vote in the election of directors; (ii) The consummation of any sale, lease, exchange or transfer (in any single transaction or series of related transactions) of all or substantially all of the assets or business of the Company and its Subsidiaries; or (iii) The occurrence of any event the result of which is that any "person" (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than (A) the Company or any Subsidiary, or (B) any employee benefit plan sponsored by the Company or any Subsidiary, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender, leveraged buyout or exchange offer, open market purchases, privately negotiated purchases, other arrangements or understandings or otherwise. View More

Change Of Control. And includes each of the following: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (ii) the transfer or sale of all or substantially all of the assets of the Company other than to an affiliate or Subsidiary of the Company; (iii) the liquidation of the Company; or (iv) the acquisition by any person, or by a group of persons acting in concert, of... more than fifty percent (50%) of the outstanding voting securities of the Company, which results in the resignation or addition of fifty percent (50%) or more independent members of the Board View More

Change Of Control. The earliest of the following dates: (i) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together with its Affiliates, excluding employee benefit plans of the Employer or BB&T, is or becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities of the Employer or BB&T representing twenty percent (20%) or more of the combined voting... power of the Employer's or BB&T's then outstanding voting securities (excluding the acquisition of securities of the Employer by an entity at least eighty percent (80%) of the outstanding voting securities of which are, directly or indirectly, beneficially owned by BB&T); or (ii) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, share exchange, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any two-year period during the Term constitute BB&T's Board of Directors, plus new directors whose election or nomination for election by BB&T's shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-year period ("Continuing Directors"), cease for any reason during such two-year period to constitute at least two-thirds (2/3) of the members of such Board of Directors; or (iii) the date the shareholders of BB&T approve a merger, share exchange or consolidation of BB&T with any other corporation or entity regardless of which entity is the survivor, other than a merger, share exchange or consolidation which would result in the voting securities of BB&T outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving or acquiring entity) at least sixty percent (60%) of the combined voting power of the voting securities of BB&T or such surviving or acquiring entity outstanding immediately after such merger or consolidation; or (iv) the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or an agreement for the sale or disposition by BB&T of all or substantially all of BB&T's assets; or (v) the date of any event (other than a "merger of equals" as hereinafter described in this subparagraph b) which BB&T's Board of Directors determines should constitute a Change of Control. 2 Notwithstanding the foregoing, the term "Change of Control" shall not include any event which the Board of Directors of BB&T (or, if the event described in clause (ii) above has occurred, a majority of the Continuing Directors), prior to the occurrence of such event, specifically determines, for the purpose of this Agreement or employment agreements with other executives that contain substantially similar provisions, is a "merger of equals" (regardless of the form of the transaction), unless a majority of the Continuing Directors revokes such specific determination within one year after occurrence of the event that otherwise would constitute a Change in Control (a "MOE Revocation"). The parties to this Agreement agree that any determination concerning whether a transaction is a "merger of equals" shall be solely within the discretion of the Board of Directors of BB&T or a majority of the Continuing Directors, as the case may be. View More