Potential Change of Control

Potential Change of Control. Shall 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 of Control; (ii) any Person (including the Company) publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change of Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change of Control has occurred.

Potential Change of Control. Potential Change of Control means the earliest to occur of (i) the execution of a definitive agreement or letter of intent, in which the consummation of the transactions described would result in a Change of Control; (ii) the approval by the Board of a transaction or series of transactions, the consummation of which would result in a Change of Control; or (iii) the public announcement of a tender offer for the Company's voting stock, the completion of which would result in a Change of... Control; provided, that no such event shall be a "Potential Change of Control" unless (iv) in the case of any agreement or letter of intent described in clause (i), the transaction described therein is subsequently consummated by the Company and the other party or parties to such agreement or letter of intent and thereupon constitutes a "Change of Control"; -9- (v) in the case of any Board-approved transaction described in clause (ii), the transaction so approved is subsequently consummated and thereupon constitutes a "Change of Control"; or (vi) in the case of any tender offer described in clause (iii), such tender offer is subsequently completed and such completion thereupon constitutes a "Change of Control". View More

Potential Change of Control. (i) a Person commences a tender offer (with adequate financing) for securities representing at least 15% of the Voting Power of the Company's securities; (ii) the Company enters into an agreement the consummation of which would constitute a Change of Control; (iii) proxies for the election of directors of the Company are solicited by anyone other than the Company; or (iv) any other event occurs which is deemed to be a Potential Change of Control by the Board. Notwithstanding the foregoing,... if, after a Potential Change of Control and before a Change of Control, the Board makes a good faith determination that such Potential Change of Control will not result in a Change of Control, the Board may nullify the effect of the Potential Change of Control (a "Nullification") by resolution (a "Nullification Resolution"), in which case the Participant shall have no further rights and obligations under this Agreement by reason of such Potential Change of Control; provided, however, that if the Participant shall have delivered a Notice of Termination prior to the date of the Nullification Resolution, such Resolution shall not effect the Participant's rights hereunder. View More

Potential Change of Control. Shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (i) SCST enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii) SCST or any person or "group" as defined in Section 3(d)(3) of the Securities Exchange Act of 1934, as amended, publicly announces an intention to take or consider taking actions which, if consummated would constitute a Change in Control; (iii) 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 of Control. Shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii) the Corporation or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change of Control; (iii) any Person becomes the Beneficial Owner, directly or indirectly, of securities of... the Corporation representing 15% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates); or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change of Control has occurred. View More

Potential Change of Control. The occurrence of any of the following: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control of the Company; (ii) any Person or the Company publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control of the Company; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change of Control of the Company has... occurred. View More

Potential Change of Control. Shall be deemed to have occurred if: (A) the commencement of a tender or exchange offer by any third person (other than a tender or exchange offer which, if consummated, would not result in a Change of Control) for 20% or more of the then outstanding shares of common stock or combined voting power of the Corporation's then outstanding voting securities; (B) the execution of an agreement by the Corporation, the consummation of which would result in the occurrence of a Change... of Control; (C) the public announcement by any person (including the Corporation) of an intention to take or to consider taking actions which if consummated would constitute a Change of Control other than through a contested election for directors of the Corporation; or (D) the adoption by the Board, as a result of other circumstances, including circumstances similar or related to the foregoing, or a resolution to the effect that, for purposes of this Agreement, a Potential Change of Control has occurred. A Potential Change of Control will be deemed to be pending from the occurrence of the event giving rise to the Potential Change of Control until the earlier of the first anniversary thereof or the date the Board determines in good faith that such events will not result in the occurrence of a Change of Control. Notwithstanding the foregoing, no Potential Change of Control shall be deemed to have occurred for purposes of this Agreement (i) by reason of any actions or events in which the Executive participates in a capacity other than in his capacity as Executive (or as a director of the Corporation or a Subsidiary, as applicable) or (ii) if prior to occurrence of an event that would have given rise to a Potential Change of Control, the Executive is demoted below the position described in Section 3(a) hereof and the Board provides written notification to the Executive, no later than thirty (30) days thereafter, that a Potential Change of Control will not be deemed to occur with respect to the Executive. View More

Potential Change of Control. For the purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if: (i) a Person commences a tender offer (with adequate financing) for securities representing at least 20% of the Voting Power of the Company's securities or announces or otherwise makes known a bona fide intent to commence such a tender offer, excepting any offers that, if completed, would result in an acquisition not constituting a Change of Control; or (ii) the Company enters into an... agreement the consummation of which would constitute a Change of Control; or (iii) there is commenced a solicitation of proxies for the election of directors of the Company by anyone other than the Company which solicitation, if successful, would effect a Change of Control; or -3- (iv) any other event occurs which is deemed to be a Potential Change of Control by the Board in its reasonable determination after a consideration of relevant facts and circumstances. View More