ChangeinControl Definition Example with 5 Variations

This page contains an example definition of ChangeinControl, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
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 any one (1) or more of the following subparagraphs shall have been satisfied: (a) 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, directly or indirectly, of securities of the Corporation representing more than thirty five percent (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 of the Corporation; (iv) An agreement for the sale or disposition of all or substantially all of the Corporation's assets; or (iii) A merger, consolidation, or reorganization of the Corporation with or involving any other corporation, 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%) 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, in no event shall a 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 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) passive ownership of less than five percent (5%) of the voting securities of the purchasing company; or (ii) 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 continuing Directors of the Board of Directors of the Corporation). View More Arrow
Found in TOLLGRADE COMMUNICATIONS INC contract

Variations

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 Arrow
Found in TOLLGRADE COMMUNICATIONS INC contract
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 Arrow
Found in TOLLGRADE COMMUNICATIONS INC contract
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 Arrow
Found in TOLLGRADE COMMUNICATIONS INC contract
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 2 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 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 Arrow
Found in TOLLGRADE COMMUNICATIONS INC contract
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 any one (1) or more of the following subparagraphs conditions shall have been satisfied: (a) (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 2 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, Beneficial Owner, 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) securities. (ii) The directors, and if required, the stockholders of the Corporation approve: (i) (A) A plan of complete liquidation of the Corporation; (iv) (B) An agreement for the sale or disposition of all or substantially all of the Corporation's assets; or (iii) (C) 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, (iii) The Incumbent Directors cease 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). 3 Notwithstanding the foregoing, where payment is to be made to the Executive under Section 4(b) of this Agreement in the Corporation). case where the Executive's Date of Termination preceded the Change-in-Control, Change-in-Control shall have the meaning set forth in the Treasury Regulations under Code Section 409A. View More Arrow
Found in TOLLGRADE COMMUNICATIONS INC contract
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