Management Change

Management Change. Shall mean that (i) the Chief Executive Officer of the Company (or, if (x) the Company becomes a subsidiary of any other company, the Chief Executive Officer of the Company's ultimate parent company, or (y) if clause (x) does not apply and the Company has been merged or consolidated or has sold all or substantially all of its assets, the Chief Executive Officer of the acquiring or surviving company) is not Carl H. Lindner, Keith E. Lindner or Steven G. Warshaw or (ii) less than 50% of the... "executive officers" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company (or such ultimate parent, acquiring or surviving company, as the case may be) are at any time either (A) persons who were "executive officers" of the Company immediately prior to the first public announcement of the event or transaction that, if consummated (together with the occurrence of a Management Change, if applicable), would constitute a Change in Control, or (B) persons who were employees of the Company or one of its subsidiaries immediately prior to such first public announcement whose election or designation as an "executive officer" in each case was approved or recommended to the Board of Directors by Carl H. Lindner, Keith E. Lindner or Steven G. Warshaw, as the case may be, acting in his capacity as Chief Executive Officer of the Company. View More

Management Change. The termination or replacement of the current Chief Executive Officer or Chief Operating Officer followed by the hiring or selection of a replacement for such position. The "effective date" of a Management Change shall be the date the Company employs or selects a replacement Chief Executive Officer or Chief Operating Officer.

Management Change. With respect to each Client, the assignment (as such term is defined in the Investment Advisers Act of 1940 and, as applicable, the Investment Company Act of 1940) of its IAA resulting from the change in control of the Company and its Subsidiaries pursuant to this Agreement.