Potential Change In Control

Potential Change In Control. Shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied; (I) the Company 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 Persons other than Rawson Haverty, Mrs. Betty Haverty Smith, and Frank... McGaughey, Jr., their spouses, lineal descendants, heirs, administrators or representatives or any Person controlled (directly or indirectly) by any of them who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company's then outstanding securities, increases such Person's beneficial ownership of such securities by 5% or more over the percentage so owned by such Person on the date hereof; or (IV) 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 mean and be deemed to have occurred if: (i) the Company enters into an agreement the consummation of which would result in the occurrence of a Change in Control; (ii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred; and/or (iii) any Person becomes, after the date hereof, the Beneficial Owner, directly or indirectly, of securities of the Company representing twenty five percent (25%) or more of the combined voting... power of the Company's then outstanding securities, or any Person increases such Person's beneficial ownership of such securities by five (5) percentage points or more over the percentage so owned by such Person on the date hereof. View More

Potential Change In Control. A "Potential Change in Control" means any period during which any of the following circumstances exist: (i) The Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; provided that a Potential Change in Control shall cease to exist upon the expiration or other termination of such agreement; or (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; provided that a Potential Change in Control shall cease to exist when the Company or such Person publicly announces that it no longer has such an intention; or (iii) Any Person who is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing ten percent (10%) or more of the combined voting power of the Company's then outstanding securities, increases such Person's beneficial ownership of such securities by an amount equal to five percent (5%) or more of the combined voting power of the Company's then outstanding securities; or (iv) The Board of Directors adopts a resolution to the effect that, for purposes hereof, a Potential Change in Control has occurred. Notwithstanding anything herein to the contrary, a Potential Change in Control shall cease to exist not later than the date that (i) the Board of Directors determines that the Potential Change in Control no longer exists, or (ii) a Change in Control occurs. View More

Potential Change In Control. The happening of any one of the following: a. the approval by shareholders of an agreement by the Company which would result in a Change in Control of the Company when consummated; or b. the acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than the Company or a Subsidiary or any Company or Subsidiary employee benefit plan, including any trustee of the plan acting as trustee) of securities of the Company representing 25% or more of the combined... voting power of the then outstanding securities of the Company (without being accompanied by a formal statement or public filing disclaiming any intention to obtain or exercise control of the Company) and the adoption by the Committee of a resolution to the effect that a Potential Change in Control of the Company has occurred for purposes of this Plan. View More

Potential Change In Control. The occurrence of any of the following events: (i) The Company enters into a definitive agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) Any Person (other than the Company or any Affiliated Employer) commences (within the meaning of Regulation 14D promulgated under the Exchange Act or any successor regulation) a tender or exchange offer which, if consummated, would result in a Change in Control; (iii) Any Person (other than the Company or any... Affiliated Employer) files with the Securities and Exchange Commission a preliminary or definitive proxy statement relating to an election contest with respect to the election or removal of directors of the Company which solicitation, if successful, would result in a Change in Control; (iv) The acquisition by any Person of an aggregate Beneficial Ownership of 15% or more of the voting power of the then-outstanding voting securities of the Company (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Section 2(s)(iv), the following acquisitions shall not constitute a Potential Change in Control: (A) any acquisition by the Company or any Affiliated Employer, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Employer; or (C) any acquisition by a Person that is permitted to, and actually does, report its beneficial ownership on Schedule 13G promulgated under the Exchange Act (or any successor schedule); provided that, if such Person subsequently becomes required to or does report its beneficial ownership on Schedule 13D promulgated under the Exchange Act (or any successor schedule), and at the time has Beneficial Ownership of 15% or more of the Outstanding Company Voting Securities, then a Potential Change in Control shall be deemed to occur at such time; or (v) The Board adopts a resolution to the effect that a Potential Change in Control has occurred View More

Potential Change In Control. The occurrence of either of the following (whether before or after the Effective Date): (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control or (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.

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) O'Reilly enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (II) O'Reilly 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... O'Reilly representing 30% or more of the Voting Securities (not including in the securities Beneficially Owned by such Person any securities acquired directly from O'Reilly); or (IV) 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. The date of execution of a definitive agreement whereby the Company will consummate a Change in Control if such transaction is consummated.

Potential Change In Control. A report is filed with the SEC on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any "person" (as the term "person" is used in Section 13(d) or Section 14(d)(2) of the Exchange Act) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing at least 25% but less than 35% of the combined voting power of the Company's then outstanding securities

Potential Change In Control. Shall be deemed to have occurred if the event set forth in any one of the following subsections shall have occurred: (A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (B) the Company or any Person publicly announces an intention to take or to consider 11 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 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 to such Person if, and only for so long as, such Person is an Exempt Transferee; 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