Change Of Control

Change Of Control. The definition of "Change of Control" in Section 1.01 of the Credit Agreement is hereby amended by inserting the word "or" immediately following clause (i) thereof and restating clause (ii) thereof in its entirety to read as "[reserved];"

Change Of Control. Shall have the same meaning as in the Stockholders Agreement.

Change Of Control. Shall mean the closing of a transaction that results in assets representing at least fifty percent (50%) of the assets or revenues of the OSP operating segment, as such segment is reported in the Company's annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the last full fiscal year, being separated from the Company's business (i) as a separately held subsidiary that is not wholly owned by the Company, (ii) through a dividend or other similar distribution to... the Company's stockholders in one or more transactions in any rolling twelve calendar month period, or (iii) through a sale, transfer or other disposition. Notwithstanding the foregoing, to the extent that any amount constituting nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code (including any applicable final, proposed or temporary regulations and other administrative guidance promulgated thereunder) would become payable under this Plan by reason of a Change of Control, such amount shall become payable only if the event constituting a Change of Control would also constitute a change in ownership or effective control of Company or a change in the ownership of a substantial portion of the assets of Company within the meaning of Section 409A. View More

Change Of Control. Shall mean a sale of all or substantially all of the Corporation's assets or capital stock, or any merger or consolidation pursuant to which the Corporation's stockholders shall receive cash or securities of another corporation and less than 50% of the outstanding capital stock of the surviving corporation pursuant to such merger or consolidation shall be owned by the stockholders of the Corporation

Change Of Control. Means, with respect to a Party, the occurrence after the Effective Date of any of the following: (1) the sale, conveyance, transfer or other disposition (however accomplished), in one or a series of related transactions, of all or substantially all of the assets of such party's Group (as defined in the Separation Agreement) to a third Person that is not an Affiliate of such party prior to such transaction or the first of such related transactions; (2) the consolidation, merger or other business... combination of such Party with or into any other entity, immediately following which the stockholders of such Party immediately prior to such transaction fail to own in the aggregate at least a majority of the voting power in the election of directors of all the outstanding voting securities of the surviving party in such consolidation, merger or business combination or of its ultimate publicly traded parent entity; (3) a transaction or series of transactions in which any Person or "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires at least 35% of the outstanding voting securities of such Party and effective control of such Party (other than (a) a reincorporation, holding company merger or similar corporate transaction in which each of such Party's stockholders owns, immediately thereafter, interests in the new parent company in substantially the same percentage as such stockholder owned in such Party immediately prior to such transaction, or (b) in connection with a transaction described in clause (2), which will be governed by such clause (2)); or (4) a majority of the board of directors of such Party ceasing to consist of individuals who have become directors as a result of being nominated or elected by a majority of such Party's directors. View More

Change Of Control. Change of Control shall mean the following: (a) The acquisition by one person, or more than one person acting as a group, of ownership of stock (including Common Stock) of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value... or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change of Control; or (b) A majority of the members of the Company's Board of Directors is replaced during any twelve-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. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same 2 public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. This definition of Change of Control shall be interpreted in accordance with, and in a manner that will bring the definition into compliance with, the regulations under Section 409A of the Code. View More

Change Of Control. The occurrence of any one of the following: (i) the acquisition by any "person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended), other than the Company or its Affiliates, from any party of an amount of the capital stock of the Company, so that such person holds or controls 40% or more of the Company's capital stock; (ii) a merger or similar combination between the Company and another entity after which 40% or more of the voting stock of the... surviving corporation is held by persons other than the Company or its Affiliates; (iii) a merger or similar combination (other than with the Company) in which the Company is not the surviving corporation; or (iv) the sale of all or substantially all of the Company's assets or business View More

Change Of Control. Any of the following events: (i) an acquisition of any voting securities of the Company (the "Voting Securities") by any Person (as defined for purposes of Sections 13(d) or 14(d) of the Exchange Act of 1934, as amended (the "Exchange Act")), other than any parent, subsidiary or affiliate of the Company, immediately after which such Person has Beneficial Ownership (as defined in Rule 13d-3 of the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company's then... outstanding Voting Securities; provided, that in determining whether a Change of Control has occurred, (i) Voting Securities acquired by 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 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 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) 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 more than 25% of the Company's outstanding Voting Securities. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because a Person's Beneficial Ownership of the outstanding Voting Securities increased as a result of the acquisition of Voting Securities by the Company which, by reducing the number of the Company's securities then outstanding, increases the proportional number of shares beneficially owned by existing Persons who are shareholders. The provisions of this definition shall be construed to comply and be consistent with the 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 the election of the Company, or any other Person. View More

Change Of Control. Shall have the same meaning ascribed to such term in the Severance Benefit Plan on the date immediately preceding the Change of Control

Change Of Control. Means: (a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of PNC (the "Outstanding PNC Common Stock") or (B) the combined voting power of the then-outstanding voting securities of PNC entitled to vote... generally in the election of directors (the "Outstanding PNC Voting Securities"); provided, however, that, for purposes of this Section 12.6(a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from PNC, (2) any acquisition by PNC, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by PNC or any company controlled by, controlling or under common control with PNC (an "Affiliated Company"), (4) any acquisition pursuant to an Excluded Combination (as defined in Section 12.6(c)) or (5) an acquisition of beneficial ownership representing between 20% and 40%, inclusive, of the Outstanding PNC Voting Securities or Outstanding PNC Common Stock shall not be considered a Change of Control if the Incumbent Board as of immediately prior to any such acquisition approves such acquisition either prior to or immediately after its occurrence; (b) 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 (excluding any Board seat that is vacant or otherwise unoccupied); provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by PNC's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving PNC or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of PNC, or the acquisition of assets or stock of another entity by PNC or any of its subsidiaries (each, a "Business Combination"), excluding, however, a Business Combination following which all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns PNC or all or substantially all of PNC's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding PNC Common Stock and the Outstanding PNC Voting Securities, as the case may be (such a Business Combination, an "Excluded Combination"); or (d) Approval by the shareholders of PNC of a complete liquidation or dissolution of PNC. View More