Change Of Control. With respect to the Company: (a) a change in the composition of the Board of Directors of the Company at a single stockholder meeting where a majority of the individuals that were directors of the Company immediately prior to the start of such stockholder meeting are no longer directors at the conclusion of such meeting; (b) a change in composition of the Board of Directors of the Company prior to the termination of this Agreement where a majority of the individuals that were directors as of... the date of this Agreement cease to be directors of the Company prior to the termination of this Agreement; (c) unless their replacements shall be approved by an Investor in an Investor's sole discretion, any two of the individuals who are the Chief Executive Officer, President or Chairman of the Board of Directors as of the date of this Agreement cease to hold such position at any time prior to the termination of this Agreement; (d) other than a stockholder that holds such a position at the date of this Agreement, if a Person comes to have beneficial ownership, control or direction over more than forty percent (40%) of the voting rights attached to any class of voting securities of the Company; or (e) the sale or other disposition by the Company or any of its Subsidiaries in a single transaction, or in a series of transactions, of all or substantially all of their respective assets.View More
Change Of Control. With respect to the Company: Company, on or after the date of this Agreement: (a) a change in the composition of the Board of Directors of the Company at a single stockholder shareholder meeting where a majority of the individuals that were directors of the Company immediately prior to the start of such stockholder shareholder meeting are no longer directors at the conclusion of such meeting; meeting, without prior written consent of the Investor; (b) a change change, without prior written... consent of the Investor, in the composition of the Board of Directors of the Company prior to the termination of this Agreement where a majority of the individuals that were directors as of the date of this Agreement cease to be directors of the Company prior to the termination of this Agreement; (c) unless their replacements shall be approved by an Investor in an Investor's sole discretion, any two of the individuals who are the Chief Executive Officer, President or Chairman of the Board of Directors as of the date of this Agreement cease to hold such position at any time prior to the termination of this Agreement; (d) other than a stockholder shareholder that holds such a position at the date of this Agreement, if a Person comes to have beneficial ownership, control or direction over more than forty thirty-three percent (40%) (33%) of the voting rights attached to any class of voting securities of the Company; or (e) (d) the sale or other disposition by the Company or any of its Subsidiaries in a single transaction, or in a series of transactions, of all or substantially all of their respective assets. assets View More
Change Of Control. Means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item I of Current Report on Form 8-K (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change of Control shall be deemed to have occurred if after... the Effective Date (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.View More
Change Of Control. Means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item I 1 of Current Report on Form 8-K (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 1934, as amended (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, provided that, without limitation, such limiting the foregoing, a Change... of Control shall be deemed to have occurred if after the Effective Date (i) any "person" (as such that term is used in Sections sections 13(d) and 14(d) of the Act) becomes the "beneficial owner" (as that term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, twenty-four calendar months, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Company's shareholders was is approved by a vote of at least two-thirds of the directors then still in office who were shall have been directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors. Board. View More
Change Of Control. Means and includes each of the following: (i) a transaction or series of transactions (other than an offering of common stock of the Company to the general public through a registration statement filed with the Securities and Exchange Commission) 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, as amended (the "Exchange Act"), and the rules thereunder) (other than the Company, any of its... subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or (ii) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (i) or (iii) of this Section 1(c)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of a merger, consolidation, reorganization, or business combination, a sale or other disposition of all or substantially all of the Company's assets, or the acquisition of assets or stock of another entity, in each case, other than a transaction (A) which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least fifty percent (50%) of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and 2 (B) after which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this paragraph (iii) as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or (iv) the Company's stockholders approve a liquidation or dissolution of the Company. For purposes of subsection (i) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company's stockholders, and for purposes of subsection (iii) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company's stockholders. Notwithstanding the foregoing, a transaction shall not constitute a "Change of Control" if: (i) its sole purpose is to change the state of the Company's incorporation; (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction; (iii) it constitutes the Company's initial public offering of its securities; or (iv) it is a transaction effected primarily for the purpose of financing the Company with cash (as determined by the Board in its discretion and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise).View More
Change Of Control. Means and includes each of the following: (i) a A transaction or series of transactions (other than an offering of common stock of the Company Stock to the general public through a registration statement filed with the Securities and Exchange Commission) 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, as amended 1934 (the "Exchange Act"), and the rules thereunder) Act")) (other than the Company,... any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or (ii) during During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors of the Company (the "Board") together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (i) Section 3(c)(i) or (iii) of this Section 1(c)) 3(c)(ii)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, combination or (y) a sale or other disposition of all or substantially all of the Company's assets, assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case, case other than a transaction (A) which transaction: (1) Which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least fifty percent (50%) a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and 2 (B) after (2) After which no person or group beneficially owns voting securities representing fifty percent (50%) 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this paragraph (iii) Section 3(c)(iii)(2) as beneficially owning fifty percent (50%) 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or (iv) the The Company's stockholders approve a liquidation or dissolution of the Company. For purposes of subsection (i) above, the calculation of voting power The Company shall have full and final authority, which shall be made as if exercised in its discretion, to determine conclusively whether a Change of Control of the Company has occurred pursuant to the above definition, and the date of the acquisition were a record date for a vote occurrence of the Company's stockholders, such Change of Control and for purposes of subsection (iii) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company's stockholders. Notwithstanding the foregoing, a transaction shall not constitute a "Change of Control" if: (i) its sole purpose is to change the state of the Company's incorporation; (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction; (iii) it constitutes the Company's initial public offering of its securities; or (iv) it is a transaction effected primarily for the purpose of financing the Company with cash (as determined by the Board in its discretion and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise). any incidental matters relating thereto. View More
Change Of Control. Any Fundamental Transaction other than (i) a Fundamental Transaction in which holders of the Company's voting power immediately prior to the Fundamental Transaction continue after the Fundamental Transaction to hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (ii) pursuant to a... migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the CompanyView More
Change Of Control. Any Means any Fundamental Transaction other than (i) a Fundamental Transaction in which holders of the Company's voting power immediately prior to the Fundamental Transaction continue after the Fundamental Transaction to hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, (ii) a... Fundamental Transaction with any Holder, any Affiliate of any Holder or (ii) any person otherwise related to or associated with a Holder, or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company Company. View More
Change Of Control. Shall mean, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (a) the consolidation, reorganization, merger or other transaction pursuant to which more than fifty percent (50%) of the combined voting power of the outstanding equity interests in the Company cease to be owned by Sunoco, Inc. and its Affiliates; (b) a "Change in Control" of Sunoco, as defined from time to time in the Sunoco stock plans; or (c) the general partner (whether the... Company or any other Person) of the Partnership ceases to be an Affiliate of Sunoco.View More
Change Of Control. Shall mean, Means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (a) the consolidation, reorganization, merger or other transaction pursuant to which more than fifty percent (50%) of the combined voting power of the outstanding equity interests in the Company cease to be owned by Sunoco, Inc. and its Affiliates; (b) a "Change in Control" of Sunoco, Inc., as defined from time to time in the Sunoco Sunoco, Inc. stock plans; or (c) the general... partner (whether the Company or any other Person) of the Partnership ceases to be an Affiliate of Sunoco. Sunoco, Inc. Annual Incentive Plan View More
Change Of Control. Shall mean, Means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (a) the consolidation, reorganization, merger or other transaction pursuant to which more than fifty percent (50%) of the combined voting power of the outstanding equity interests in the Company cease to be owned by Sunoco, Inc. and its Affiliates; (b) a "Change in Control" of Sunoco, Inc., as defined from time to time in the Sunoco Sunoco, Inc. stock plans; or (c) the general... partner (whether the Company or any other Person) of the Partnership ceases to be an Affiliate of Sunoco. Sunoco, Inc. Annual Incentive Plan View More
Change Of Control. Means: (i) a sale of all or substantially all of the assets of the Company; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation) unless the Company's stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition (by virtue of their... continuing to hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the Company's outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity; or (iii) any reorganization, merger or consolidation in which the corporation is not the surviving entity, excluding any merger effected exclusively for the purpose of changing the domicile of the Company.View More
Change Of Control. Means: The term "Change of Control" shall mean (i) a sale of all or substantially all of the assets of the Company; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by another entity by means of any transaction or series of related transactions with the Company (including, without limitation, reorganization, merger or consolidation) unless the Company's stockholders of record as constituted immediately prior to such acquisition will,... immediately after such acquisition (by virtue of their continuing to hold such any stock and/or their receipt in exchange therefor of securities issued as consideration for the Company's outstanding stock) hold at least 50% of the voting power of the surviving or acquiring entity; or (iii) any purchase, reorganization, merger or consolidation in which the corporation is not the surviving entity, but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company. Company); or (ii) a sale of all or substantially all of the assets of the Company, unless the Company's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (solely by virtue of securities issued as consideration for the Company's acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity. View More
Change Of Control. Shall mean the occurrence of any of the following events: (i) a majority of the outstanding voting stock of PRGS shall have been acquired or beneficially owned by any person (other than PRGS or a subsidiary of PRGS) or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity or association acting in concert for the purpose of voting, acquiring, holding, or disposing of voting stock of PRGS; or (ii) a merger or a consolidation of PRGS with or into... another corporation, other than (A) a merger or consolidation with a subsidiary of PRGS, or (B) a merger or consolidation in which the holders of voting stock of PRGS immediately prior to the merger as a class hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of one or more classes or series of outstanding voting stock of PRGS for cash, securities, or other property, other than an exchange in which the holders of voting stock of PRGS immediately prior to the exchange as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity with which PRGS stock is being exchanged; or (iv) the sale or other disposition of all or substantially all of the assets of PRGS, in one transaction or a series of transactions, other than a sale or disposition in which the holders of voting stock of PRGS immediately prior to the sale or disposition as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity to which the assets of PRGS are being sold; or (v) the liquidation or dissolution of PRGS; or (vi) the entry into a definitive agreement with respect to any of the events specified in the foregoing clauses (i) through (v) on or prior to [***] if the transactions contemplated by such agreement shall thereafter be consummated on or before [***]. In the event of the occurrence of a Change of Control under clause (vi) above, for all purposes hereof, other than the determination under this Agreement that a Change of Control has occurred on or before [***], the date the transactions contemplated by such agreement are consummated shall be deemed to be the date of such Change of Control.View More
Change Of Control. Shall mean the occurrence The occurrence, on or before December 31, 2005, of any of the following events: (i) a majority of the outstanding voting stock of PRGS shall have been acquired or beneficially owned by any person (other than PRGS or a subsidiary of PRGS) or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity or association acting in concert for the purpose of voting, acquiring, holding, or disposing of voting stock of PRGS; or (ii) a... merger or a consolidation of PRGS with or into another corporation, other than (A) a merger or consolidation with a subsidiary of PRGS, or (B) a merger or consolidation in which the holders of voting stock of PRGS immediately prior to the merger as a class hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of one or more classes or series of outstanding voting stock of PRGS for cash, securities, or other property, other than an exchange in which the holders of voting stock of PRGS immediately prior to the exchange as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity with which PRGS stock is being exchanged; or (iv) the sale or other disposition of all or substantially all of the assets of PRGS, in one transaction or a series of transactions, other than a sale or disposition in which the holders of voting stock of PRGS immediately prior to the sale or disposition as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity to which the assets of PRGS are being sold; or (v) the liquidation or dissolution of PRGS; or (vi) the entry into a definitive agreement with respect to any of the events specified in the foregoing clauses (i) through (v) on or prior to [***] December 31, 2005 if the transactions contemplated by such agreement shall thereafter be consummated on or before [***]. March 31, 2006. In the event of the occurrence of a Change of Control under clause (vi) above, for all purposes hereof, other than the determination under this Agreement that a Change of Control has occurred on or before [***], December 31, 2005, the date the transactions contemplated by such agreement are consummated shall be deemed to be the date of such Change of Control. View More
Change Of Control. Shall mean the occurrence of one or more of the following with respect to the Company: (i) the acquisition by any person (or related group of persons), whether by tender or exchange offer made directly to the Company's stockholders, open market purchases or any other transaction or series of transactions, of stock of the Company that, together with stock of the Company held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power... of the then outstanding stock of the Company entitled to vote generally in the election of the members of the Company's Board of Directors; (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which both (A) securities representing more than fifty percent (50%) of the total combined voting power of the surviving entity are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 19340), directly or indirectly, immediately after such merger or consolidation by persons who beneficially owned common stock immediately prior to such merger or consolidation and (B) the members of the Board of Directors immediately prior to the transaction (the "Existing Board") constitute a majority of the Board of Directors immediately after such merger or consolidation; (iii) any reverse merger in which the Company is the surviving entity but in which either (A) persons who beneficially owned, directly or indirectly, Common Stock immediately prior to such reverse merger do not retain immediately after such reverse merger direct or indirect beneficial ownership of securities representing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities or (B) the members of the Existing Board do not constitute a majority of the Board of Directors immediately after such reverse merger; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of the Company (other than a sale, transfer or other disposition to one or more subsidiaries of the Company). 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 the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.View More
Change Of Control. Shall mean Means the occurrence of one or more of the following with respect to the Company: (i) the acquisition by any person (or related group of persons), whether by tender or exchange offer made directly to the Company's stockholders, open market purchases or any other transaction or series of transactions, of stock of the Company that, together with stock of the Company held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting... power of the then outstanding stock of the Company entitled to vote generally in the election of the members of the Company's Board of Directors; Board; or 2 (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which both (A) securities representing more than fifty percent (50%) of the total combined voting power of the surviving entity are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 19340), 1934), directly or indirectly, immediately after such merger or consolidation by persons who beneficially owned common stock immediately prior to such merger or consolidation and (B) the members of the Board of Directors immediately prior to the transaction (the "Existing Board") constitute a majority of the Board of Directors immediately after such merger or consolidation; or (iii) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which either (A) persons who beneficially owned, directly or indirectly, Common Stock immediately prior to such reverse merger do not retain immediately after such reverse merger direct or indirect beneficial ownership of securities representing more than fifty forty percent (50%) (40%) of the total combined voting power of the Company's outstanding securities are beneficially owned, directly or indirectly, immediately after such reverse merger by a person or persons who did not beneficially own, directly or indirectly, such securities immediately prior to such reverse merger or the initial transaction culminating in such reverse merger or (B) the members of the Existing Board do not constitute a majority of the Board of Directors immediately after such reverse merger; or (iv) the sale, transfer transfer, lease or other disposition of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the intellectual property of the Company (other than a sale, transfer transfer, lease or other disposition or exclusive license to one or more subsidiaries of the Company). Company); provided, however, that a transaction described in clause (v) of this Section 2(e) shall not be deemed a Change of Control except with respect to NSE Eligible Employees; or (v) with respect to NSE Eligible Employees only, the closing of a transaction that results in assets representing at least fifty percent (50%) of the assets or revenues of the NSE operating segment being separated from the Company's business through a sale, transfer or other disposition; or (vi) with respect to OSP Eligible Employees only, 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 being separated from the Company's business 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 the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A. 409A of the Code. View More
Change Of Control. A Change of Control occurs during the Change of Control Period and if the Executive's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this... Agreement the 'Effective Date' shall mean the date immediately prior to the date of such termination of employment.View More
Change Of Control. A Change of Control occurs during the Change of Control Period and if the Executive's employment with the Company is terminated within twelve months prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for... all purposes of this Agreement the 'Effective Date' "Effective Date" shall mean the date immediately prior to the date of such termination of employment. employment View More
