ChangeinControl

ChangeinControl. Shall mean the determination (which may be made effective as of a particular date specified by the Board of Directors of the Corporation) by the Board of Directors of the Corporation, made by a majority vote that a change in control has occurred, or is about to occur. Such a change shall not include, however, a restructuring, reorganization, merger, or other change in capitalization in which the Persons who own an interest in the Corporation on the date hereof (the "Current Owners")(or any... individual or entity which receives from a Current Owner an interest in the Corporation through will or the laws of descent and distribution) maintain more than a sixty-five percent (65%) interest in the resultant entity. Regardless of the Board's vote or whether or not the Board votes, a Change-in-Control will be deemed to have occurred as of the first day following the occurrence of any one (1) or more of the following subparagraphs shall have been satisfied: (a) following: (i) Any Person (other than the Person in control of the Corporation as of the date of this Agreement, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of 2 stock of the Corporation), becomes the beneficial owner, owner (as defined in Rule 13d-3 of the General Rules and Regulations under the United States Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Corporation representing more than thirty five percent (35%) 35% of the combined voting power of the Corporation's then outstanding securities; or (b) The stockholders of the Corporation approve: (i) A plan of complete liquidation (ii) Liquidation of the Corporation; (iv) An agreement for the (iii) The sale or disposition of all or substantially all of the Corporation's assets; or (iii) (iv) A merger, consolidation, or reorganization of the Corporation with or involving any other corporation, entity, other than a merger, consolidation, or reorganization that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty-five percent (65%) 65% of the combined voting power of the voting securities of the Corporation (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. However, reorganization or (v) The Incumbent Directors ceasing for any reason to constitute at least a majority of the Board of Directors. "Change-in-Control" shall not include, however, a restructuring, reorganization, merger, or other change in capitalization in which the Persons who own an interest in the Corporation on the date hereof (the "Current Owners") (or any individual or entity which receives from a Current Owner an interest in the Corporation through will or the laws of descent and distribution) maintain more than a 65% interest in the resultant entity. Furthermore, in no event shall a Change in Control Change-in-Control be deemed to have occurred, with respect to the Executive, if the Executive is part of a purchasing group which consummates the Change-in-Control transaction. The Executive shall be deemed "part of the a purchasing group" for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (i) (A) passive ownership of less than five percent (5%) 5% of the voting equity securities of the purchasing company; or (ii) (B) ownership of equity participation in the purchasing company or group which is otherwise deemed not to be significant, as determined prior to the Change-in-Control by a majority of the non-employee nonemployee continuing Directors of the Board of Directors Directors). Notwithstanding the foregoing, where payment is to be made to the Executive under Section 4(b) of this Agreement in the case where the Executive's Date of Termination preceded the Change-in-Control, Change-in-Control shall have the meaning set forth above, but will not include an event that is inconsistent with Section 409A of the Corporation). United States Internal Revenue Code of 1986, as amended. 3 View More

ChangeinControl. Shall mean the determination (which may be made effective as of a particular date specified by the Board of Directors of the Corporation) by the Board of Directors of the Corporation, made by a majority vote that a change in control has occurred, or is about to occur. Such a change shall not include, however, a restructuring, reorganization, merger, or other change in capitalization in which the Persons who own an interest in the Corporation on the date hereof (the "Current Owners")(or any... individual or entity which receives from a Current Owner an interest in the Corporation through will or the laws of descent and distribution) maintain more than a sixty-five percent (65%) interest in the resultant entity. Regardless of the Board's vote or whether or not the Board votes, a Change-in-Control will be deemed to have occurred as of the first day following the occurrence of any one (1) or more of the following subparagraphs shall have been satisfied: (a) following: (i) Any Person (other than the Person in control of the Corporation as of the date of this Agreement, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), becomes the beneficial owner, owner (as defined in Rule 13d-3 of the General Rules and Regulations under the United States Securities Exchange Act of 1934, as amended), directly or indirectly, of 2 securities of the Corporation representing more than thirty five percent (35%) 35% of the combined voting power of the Corporation's then outstanding securities; or (b) The stockholders of the Corporation approve: (i) A plan of complete liquidation (ii) Liquidation of the Corporation; (iv) An agreement for the (iii) The sale or disposition of all or substantially all of the Corporation's assets; or (iii) (iv) A merger, consolidation, or reorganization of the Corporation with or involving any other corporation, entity, other than a merger, consolidation, or reorganization that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty-five percent (65%) 65% of the combined voting power of the voting securities of the Corporation (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. However, reorganization or (v) The Incumbent Directors ceasing for any reason to constitute at least a majority of the Board of Directors. "Change-in-Control" shall not include, however, a restructuring, reorganization, merger, or other change in capitalization in which the Persons who own an interest in the Corporation on the date hereof (the "Current Owners") (or any individual or entity which receives from a Current Owner an interest in the Corporation through will or the laws of descent and distribution) maintain more than a 65% interest in the resultant entity. Furthermore, in no event shall a Change in Control Change-in-Control be deemed to have occurred, with respect to the Executive, if the Executive is part of a purchasing group which consummates the Change-in-Control transaction. The Executive shall be deemed "part of the a purchasing group" for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (i) (A) passive ownership of less than five percent (5%) 5% of the voting equity securities of the purchasing company; or (ii) (B) ownership of equity participation in the purchasing company or group which is otherwise deemed not to be significant, as determined prior to the Change-in-Control by a majority of the non-employee nonemployee continuing Directors of the Board of Directors Directors). Notwithstanding the foregoing, where payment is to be made to the Executive under Section 4(b) of this Agreement in the case where the Executive's Date of Termination preceded the Change-in-Control, Change-in-Control shall have the meaning set forth above, but will not include an event that is inconsistent with Section 409A of the Corporation). United States Internal Revenue Code of 1986, as amended. 3 View More

ChangeinControl. Shall mean the determination (which may be made effective as of a particular date specified by the Board of Directors of the Corporation) by the Board of Directors of the Corporation, made by a majority vote that a change in control has occurred, or is about to occur. Such a change shall not include, however, a restructuring, reorganization, merger, or other change in capitalization in which the Persons who own an interest in the Corporation on the date hereof (the "Current Owners")(or any... individual or entity which receives from a Current Owner an interest in the Corporation through will or the laws of descent and distribution) maintain more than a sixty-five percent (65%) interest in the resultant entity. Regardless of the Board's vote or whether or not the Board votes, a Change-in-Control will be deemed to have occurred as of the first day following the occurrence of any one (1) or more of the following subparagraphs shall have been satisfied: (a) following: (i) Any Person (other than the Person in control of the Corporation as of the date of this Agreement, or other than a trustee or other fiduciary holding 2 securities under an employee benefit plan of the Corporation, or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), becomes the beneficial owner, owner (as defined in Rule 13d-3 of the General Rules and Regulations under the United States Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Corporation representing more than thirty five percent (35%) 35% of the combined voting power of the Corporation's then outstanding securities; or (b) The stockholders of the Corporation approve: (i) A plan of complete liquidation (ii) Liquidation of the Corporation; (iv) An agreement for the (iii) The sale or disposition of all or substantially all of the Corporation's assets; or (iii) (iv) A merger, consolidation, or reorganization of the Corporation with or involving any other corporation, entity, other than a merger, consolidation, or reorganization that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty-five percent (65%) 65% of the combined voting power of the voting securities of the Corporation (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. However, reorganization or (v) The Incumbent Directors ceasing for any reason to constitute at least a majority of the Board of Directors. "Change-in-Control" shall not include, however, a restructuring, reorganization, merger, or other change in capitalization in which the Persons who own an interest in the Corporation on the date hereof (the "Current Owners") (or any individual or entity which receives from a Current Owner an interest in the Corporation through will or the laws of descent and distribution) maintain more than a 65% interest in the resultant entity. Furthermore, in no event shall a Change in Control Change-in-Control be deemed to have occurred, with respect to the Executive, if the Executive is part of a purchasing group which consummates the Change-in-Control transaction. The Executive shall be deemed "part of the a purchasing group" for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (i) (A) passive ownership of less than five percent (5%) 5% of the voting equity securities of the purchasing company; or (ii) (B) ownership of equity participation in the purchasing company or group which is otherwise deemed not to be significant, as determined prior to the Change-in-Control by a majority of the non-employee nonemployee continuing Directors of the Board of Directors Directors). Notwithstanding the foregoing, where payment is to be made to the Executive under Section 4(b) of this Agreement in the case where the Executive's Date of 3 Termination preceded the Change-in-Control, Change-in-Control shall have the meaning set forth above, but will not include an event that is inconsistent with Section 409A of the Corporation). United States Internal Revenue Code of 1986, as amended. View More

ChangeinControl. Will be deemed to have occurred if following the Date of Grant: (i) Means: (a) any Person, together with all "affiliates" and "associates" "person," including a "group" (as such terms are defined used in Rule 12b-2 Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any entity controlling, controlled by or under common control with the Securities Company, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the... Company or any such entity, and the Grantee and any "group" (as such term is used in Section 13(d)(3) of the Exchange Act Act) of 1934 (the "Exchange Act")) of such Person, shall become which the Grantee is a member), is or becomes the "beneficial owner" (as such term is defined in Rule 13d-3 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% 25% or more of (A) either (1) the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors ("Voting Securities"), (B) the combined voting power of the Company's then outstanding Voting Securities and any securities convertible into Voting Securities, or (C) (2) the then outstanding shares Common Stock (or other similar equity interest, in the case of all classes of stock of the Company; or (ii) individuals who, as of the effective date of this Agreement, constitute the Company's Board of Directors (the "Incumbent Directors") cease for any reason, including, without limitation, a company other than a corporation), in either such case other than as a result of a tender offer, proxy contest, merger an acquisition of securities directly from the Company; or similar transaction, to constitute at least a majority of the Company's Board of Directors, provided that any person becoming a director of the Company subsequent to the effective date of this Agreement whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall, for purposes of this Agreement, be considered an Incumbent Director; or (iii) consummation of (1) (b) there shall occur any consolidation or merger of the Company or any subsidiary where that would result in the stockholders voting securities of the Company, Company outstanding immediately prior to the such merger or consolidation representing (either by remaining outstanding or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, but based solely on their prior ownership of shares by being converted into voting securities of the Company, shares representing in surviving entity) less than 50% of the aggregate more than 60% total voting power of the voting shares securities of the corporation issuing cash surviving entity outstanding immediately after such merger or securities in the consolidation or merger (or ceasing to have the power to elect at least a majority of its ultimate parent corporation, if any), the board of directors or (2) other governing body of such surviving entity; or (c) there shall occur (1) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; Company, other than a sale or (iv) stockholder disposition by the Company of all or substantially all of the Company's assets to an entity at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the Company, as applicable, immediately prior to such sale, or (2) the approval by shareholders of the Company, as applicable, of any plan or proposal for the liquidation or dissolution of the Company. 6 Company, as applicable; or 5 (d) the members of the Board of Directors of the Company (the "Board") at the beginning of any consecutive 24-calendar-month period (the "Incumbent Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company's shareholders was approved or ratified by a vote of at least a majority of the Incumbent Directors shall be deemed to be an Incumbent Director. Notwithstanding the foregoing, a "Change-in-Control" Change-in-Control shall not be deemed to have occurred for purposes of upon the foregoing clause (i) (A) solely as the result of an acquisition of securities sale, lease, exchange or other transfer by the Company which, or its direct and indirect subsidiaries of (1) all of their collateral management agreements (or their rights thereunder) with respect to the assets owned by reducing the number of shares of stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of stock indirect subsidiaries of the Company beneficially owned by any Person to 30% or more that have issued CDO bonds that are outstanding as of the shares date hereof (the "CDO Entities"), (2) all or substantially all of stock then outstanding their interests in (or the underlying assets of) the CDO Entities, and/or (3) all or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to 30% or more substantially all of the combined voting power of all then outstanding Voting Securities; provided, however, that if any Person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional stock assets of the Company and its direct and indirect subsidiaries relating to the CDO Entities or other Voting Securities (other than pursuant to a share split, stock dividend, or similar transaction), then a "Change-in-Control" shall be deemed to have occurred for purposes of the foregoing clause (i), and (B) solely as a result of the direct or indirect acquisition of beneficial ownership of Voting Securities by any executive officers of the Company on the date hereof and/or the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its subsidiaries if the Grantee is one of the executive officers participating in such acquisition. Company's mortgage business generally. View More

ChangeinControl. Will Shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied during the Date of Grant: (i) Term: (I) any Person, together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under Person is or becomes the Securities Exchange Act of 1934 (the "Exchange Act")) of such Person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), 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) representing 30% 25% or more of (A) the combined voting power of the Company's then outstanding securities having securities; or (II) during any period of two consecutive years (not including any period prior to the right to vote in an election of the Company's Board of Directors ("Voting Securities"), (B) the combined voting power of the Company's then outstanding Voting Securities and any securities convertible into Voting Securities, or (C) the then outstanding shares of all classes of stock of the Company; or (ii) individuals who, as of the effective date of this Agreement, Agreement), individuals who at the beginning of such period constitute the Company's Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (I), (III) or (IV) of Directors (the "Incumbent Directors") cease for any reason, including, without limitation, this Change-in-Control definition or a director whose initial assumption of office occurs as a result of a tender offer, proxy contest, merger an actual or similar transaction, to constitute at least a majority of the Company's Board of Directors, provided that any person becoming a director of the Company subsequent threatened election contest with respect to the effective date election or removal of this Agreement directors or other actual or threatened solicitations of proxies or consents by or on behalf of a Person other than the Board) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the Incumbent Directors (other than an directors then still in office who either were directors at the beginning of the period or whose election or nomination of an individual whose initial assumption of office is in connection with an actual for election was previously so approved, cease for any reason to constitute a majority thereof; or threatened election contest relating to (III) the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall, for purposes of this Agreement, be considered an Incumbent Director; or (iii) consummation of (1) any consolidation or merger shareholders of the Company approve a merger or any subsidiary where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, but based solely on their prior ownership of shares of the Company, shares representing in the aggregate more than 60% of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (2) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; or (iv) stockholder approval of any plan or proposal for the liquidation or dissolution of the Company. 6 Notwithstanding the foregoing, a "Change-in-Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) (A) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of stock of the Company beneficially owned by with any Person to 30% other corporation, other than (i) a merger or more of consolidation which would result in the shares of stock then outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to 30% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any Person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional stock 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), in combination with the ownership of any trustee or other Voting Securities (other than pursuant to a share split, stock dividend, or similar transaction), then a "Change-in-Control" shall be deemed to have occurred for purposes of the foregoing clause (i), and (B) solely as a result of the direct or indirect acquisition of beneficial ownership of Voting Securities by any executive officers of the Company on the date hereof and/or the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any an employee benefit plan of the Company or any of its subsidiaries if the Grantee is one subsidiaries, at least 75% of the executive officers participating combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in such acquisition. which no Person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (IV) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. 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ChangeinControl. Will Shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied during the Date of Grant: (i) Term: (I) any Person, together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under Person is or becomes the Securities Exchange Act of 1934 (the "Exchange Act")) of such Person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), 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) representing 30% 25% or more of (A) the combined voting power of the Company's then outstanding securities having securities; or (II) during any period of two consecutive years (not including any period prior to the right to vote in an election of the Company's Board of Directors ("Voting Securities"), (B) the combined voting power of the Company's then outstanding Voting Securities and any securities convertible into Voting Securities, or (C) the then outstanding shares of all classes of stock of the Company; or (ii) individuals who, as of the effective date of this Agreement, Agreement), individuals who at the beginning of such period constitute the Company's Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (I), (III) or (IV) of Directors (the "Incumbent Directors") cease for any reason, including, without limitation, this Change-in-Control definition or a director whose initial assumption of office occurs as a result of a tender offer, proxy contest, merger an actual or similar transaction, to constitute at least a majority of the Company's Board of Directors, provided that any person becoming a director of the Company subsequent threatened election contest with respect to the effective date election or removal of this Agreement directors or other actual or threatened solicitations of proxies or consents by or on behalf of a Person other than the Board) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least a majority two-thirds (2/3) of the Incumbent Directors (other than an directors then still in office who either were directors at the beginning of the period or whose election or nomination of an individual whose initial assumption of office is in connection with an actual for election was previously so approved, cease for any reason to constitute a majority thereof; or threatened election contest relating to (III) the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall, for purposes of this Agreement, be considered an Incumbent Director; or (iii) consummation of (1) any consolidation or merger shareholders of the Company approve a merger or any subsidiary where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, but based solely on their prior ownership of shares of the Company, shares representing in the aggregate more than 60% of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (2) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; or (iv) stockholder approval of any plan or proposal for the liquidation or dissolution of the Company. 6 Notwithstanding the foregoing, a "Change-in-Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) (A) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of stock of the Company beneficially owned by with any Person to 30% other corporation, other than (i) a merger or more of consolidation which would result in the shares of stock then outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to 30% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any Person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional stock 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), in combination with the ownership of any trustee or other Voting Securities (other than pursuant to a share split, stock dividend, or similar transaction), then a "Change-in-Control" shall be deemed to have occurred for purposes of the foregoing clause (i), and (B) solely as a result of the direct or indirect acquisition of beneficial ownership of Voting Securities by any executive officers of the Company on the date hereof and/or the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any an employee benefit plan of the Company or any of its subsidiaries if the Grantee is one subsidiaries, at least 75% of the executive officers participating combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in such acquisition. which no Person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (IV) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. 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ChangeinControl. Means (i) Shall be deemed to have occurred if the acquisition, directly conditions set forth in any one of the following paragraphs (I), (II), (III) or indirectly, (IV) shall have been satisfied during the Term: (I) an acquisition by any individual, entity or group, or a Person group (within the meaning of Section 13 (d) (3) 13(d)(3) or 14 (d) (2) 14(d)(2) of the Securities and Exchange Act Act) (a "Person") of 1934, as amended (the "Exchange Act")) beneficial ownership (within the meaning of ... class="diff-color-red">ownership Rule 13d-3 promulgated under the Exchange Act) of 30% 25% or more of either (a) (l) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (b) (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); (ii) excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or ( 4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (III) of this definition; or (II) a change in the composition of the Company's Board such that the individuals who, as the date hereof, of March 1, 2002, constitute the Company's Board (the (such Company Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Company's Board; provided , howe ver, provided, however, for purposes of this Section 19(F), that any individual becoming who becomes a director member of the Company's Board subsequent to the date hereof March 1, 2002, whose election, or nomination for election by the Company's stockholders, shareholders, was approved by a vote of at least a majority two-thirds of those individuals who are members of the directors then comprising Company's Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, but, provided, further, that 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; (iii) approval by the stockholders Company's Board shall not be so considered as a member of the Company Incumbent Board; or (III) consummation of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger consolidation or consolidation, (x) more than 50% of, respectively, sale or other disposition of all or substantially all of the then outstanding shares of common stock assets of the Company resulting from ("Corporate Transaction"); excluding, however, such reorganization, m erger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled a Corporate Transaction pursuant to vote generally in the election of directors is then beneficially owned, directly or indirectly, by which (1) all or substantially all of the individuals and entities who were are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger Corporate Transaction will beneficially own, directly or consolidation indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through on e or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or any entity controlled by the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the Company resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (y) (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger Corporate Transaction; or consolidation were members of (IV) the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or (v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company. 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Found in ENERGY EAST CORP contract

ChangeinControl. Means Shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs (i), (ii), (iii) or (iv) shall have been satisfied during the Term: (i) the acquisition, directly or indirectly, an acquisition by any individual, entity or group, or a Person group (within the meaning of Section 13 (d) (3) 13(d)(3) or 14 (d) (2) 14(d)(2) of the Securities and Exchange Act Act) (a "Person") of 1934, as amended (the "Exchange Act")) beneficial ownership (within the meaning... of ownership Rule 13d-3 promulgated under the Exchange Act) of 30% 25% or more of either (a) (1) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (b) (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity control led by the Company, or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or (ii) a change in the composition of the Board such that the individuals who, as the date hereof, of July 1, 2004, constitute the Board (the (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided , howe ver, provided, however, for purposes of this Section 19(F), that any individual becoming who becomes a director member of the Board subsequent to the date hereof July 1, 2004, whose election, or nomination for election by the Company's stockholders, shareholders, was approved by a vote of at least a majority two-thirds of those individuals who are members of the directors then comprising Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, but, provided, further, that 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; (iii) approval by the stockholders Board shall not be so considered as a member of the Company Incumbent Board; or (iii) consummation of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger consolidation or consolidation, (x) more than 50% of, respectively, sale or other disposition of all or substantially all of the then outstanding shares of common stock assets of the Company resulting from ("Corporate Transaction"); excluding, however, such reorganization, m erger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled a Corporate Transaction pursuant to vote generally in the election of directors is then beneficially owned, directly or indirectly, by which (1) all or substantially all of the individuals and entities who were are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger Corporate Transaction will beneficially own, directly or consolidation indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either dire ctly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or any entity controlled by the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the Company resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (y) (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from fro m such reorganization, merger Corporate Transaction; or consolidation were members of (iv) the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or (v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company. 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ChangeinControl. Means the occurrence of one or more of the following: (a) a sale to any Person (or group of related Persons) other than an Affiliate or Affiliates of the Company of all or substantially all of the assets of the Company; Company or of La Petite Academy, Inc.; (b) a sale by the Company of shares Capital Stock (whether by merger or otherwise), if any such sale is made to a Person (or group of related Persons) other than any an Affiliate or Affiliates of its Affiliates, the Company, which Person, Person or Persons, after giving effect to such sale, will own more than 50% of the outstanding Capital Stock of the Company; Company or (c) a sale by the stockholders of the Company of Shares, Capital Stock, if any such sale is made to a Person (or group of related Persons) other than an Affiliate or Affiliates of the Company, which Person, Person or Persons, after giving effect to such sale, will own more than 50% of the outstanding Shares; Capital Stock of the Company. View More