Potential Change In Control

Potential Change In Control. Shall be deemed to have occurred if the event set forth in any one of the following paragraphs subsections shall have occurred: (I) (A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (II) (B) the Company or any Person publicly announces an intention to take or to consider 11 taking actions which, if consummated, consummated , would constitute a Change in Control; (III) (C) any Person becomes the Beneficial Owner, directly... or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities, other than in a transaction involving the sale or transfer by O'Reilly Automotive, Inc. of O'Reilly Automotive, Inc. Securities representing 15% or more of the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by to such Person any securities acquired directly from the Company if, and only for so long as, such Person is an Exempt Transferee; or its affiliates); or (IV) (D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. Shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (I) (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (II) (ii) any person (including the Company or any Person Company) publicly announces an intention to take or to consider taking actions which, which if consummated, consummated would constitute a Change in Control; (III) any Person becomes the Beneficial... Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or (IV) (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. Shall be deemed to have occurred if if: (i) the event set forth in any one of the following paragraphs shall have occurred: (I) the Company Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (II) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (III) any Person becomes the Beneficial Owner, directly or indirectly, of... securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or (IV) (ii) the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. Means that any of the following has occurred during the term of this Agreement and no Agreement, excluding any event terminating the following has occurred: that is Management Action: (1) Agreement Signed. The Company enters into an agreement that will result in a Change in Control. (2) Notice of Intent to Seek Change in Control. The Company or any Person publicly announces an intention to take or to consider taking actions that will result in a Change in Control. (3) Board Declaration. With... respect to this Agreement, the Board adopts a resolution declaring that a Potential Change in Control has occurred. View More

Potential Change In Control. Means that any of the following has occurred during the term of this Agreement and no event terminating the following has occurred: Agreement: (1) Agreement Signed. The Company enters into an agreement that will result in a Change in Control. (2) Notice of Intent to Seek Change in Control. The Company or any Person publicly announces an intention to take or to consider taking actions that will result in a Change in Control. (3) Board Declaration. With respect to this Agreement, the Board adopts... a resolution declaring that a Potential Change in Control has occurred. 12 View More

Potential Change In Control. Means that any of the following has occurred during the term of this Agreement and no event terminating the following has occurred: Agreement: (1) Agreement Signed. The Company enters into an agreement that will result in a Change in Control. (2) Notice of Intent to Seek Change in Control. The Company or any Person publicly announces an intention to take or to consider taking actions that will result in a Change in Control. (3) Board Declaration. With respect to this Agreement, the Board adopts... a resolution declaring that a Potential Change in Control has occurred. 12 View More

Potential Change In Control. (b) A "Potential Change in Control" shall be deemed to have occurred if: (i) Bank or any Controlling Person enters into a letter of intent, memorandum of understanding, or definitive agreement providing for, or publicly announces that it is considering, one or more transactions, the consummation of which would result in the occurrence of a Change in Control; (ii) any Person (including Bank) publicly announces an intention to take or to consider taking actions which if consummated would... constitute a Change in Control; or 2 (iii) the Board of Directors of Bank, by vote of two-thirds (2/3) of all the Directors (excluding Executive if Executive is a Director) adopts a resolution to the effect that a "Potential Change in Control" has occurred that, for purposes of this Agreement. Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. (b) A "Potential Change in Control" shall be deemed to have occurred if: (i) Bank or any Controlling Person enters into a letter of intent, memorandum of understanding, or definitive agreement providing for, or publicly announces that it is considering, one or more transactions, the consummation of which would result in the occurrence of a Change in Control; (ii) any Person (including Bank) publicly announces an intention to take or to consider taking actions which if consummated would... constitute a Change in Control; or 2 (iii) the Board of Directors of Bank, by vote of two-thirds (2/3) of all the Directors (excluding Executive if Executive is a Director) adopts a resolution to the effect that a "Potential Change in Control" has occurred that, for purposes of this Agreement. Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. Means the occurrence of any one of the following: (1) the Company enters into a definitive written agreement, the consummation of which would result in the occurrence of a Change in Control; or [Name] -4- (2) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. A Potential Change in Control shall cease occurring (A) in the case of (1) above, when the Change in Control occurs or the relevant agreement terminates and (B) in... the case of (2) above, when the Board so determines by resolution. View More

Potential Change In Control. The execution or entering into of any agreement by the Company the consummation of which can be expected to be constitute a Change in Control. -6-

Potential Change In Control. Of the Corporation shall be deemed to have occurred if: (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or (iii) the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Potential Change in Control of the Corporation... has occurred. View More

Potential Change In Control. A "Potential Change in Control" of the Company shall be deemed to have occurred if: (a) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (b) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (c) any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty-five ten percent (25%) (10%) or more of the combined voting power of the Company's then outstanding securities; or (d) the Board adopts a resolution to the effect that, for the purposes of this Agreement, a "Potential Change in Control" of the Company has occurred. View More

Potential Change In Control. A state of affairs that shall be deemed to exist if: (a) The Corporation enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; (b) Any Person (including the Corporation) announces publicly an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control; (c) Any Person who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing ten... percent (10%) or more of the combined voting power of the Corporation's then-outstanding voting securities, increases his or her beneficial ownership of such securities by five percent (5%) or more over the percentage owned by such person on the date of this Agreement (provided, however, that the issuance and exercise of any warrants, options or convertible securities held by the Corporation's senior lender or The 1818 Mezzanine Fund II, L.P., or their successors, assigns or affiliates shall not be deemed a Potential Agreement, other than pursuant to an Excluded Change of Control); in Control Event; or (d) The Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. (e) "Potential Change in Control" shall Shall be deemed to have occurred if (i) any person publicly announces an intention to take or to consider taking such actions which if consummated might result in a Change in Control, (ii) any "person" (as such term is used in Sections 13(d)(3) Section 13(d) and 14(d)(2) of the Exchange Act) acquires beneficial ownership, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then... outstanding securities, or (iii) the Company's Board of Directors in its sole discretion adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. Shall be deemed to have occurred if: (A) the Company enters into an agreement, the approval consummation of which by the shareholders would result in the occurrence of a Change in Control of the Company; (B) any Person person (including the Company) publicly announces an intention to take or to consider taking actions which which, if consummated consummated, would constitute a Change in Control of the Company; or (C) the Board of Directors of the Company adopts a resolution to the effect that,... for purposes of this Agreement, a Potential Change in Control of the Company has occurred. View More