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 in Control; (iii) any Acquiring Person 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 then outstanding Voting Securities of the Company increases his beneficial ownership of such securities by 5% or more over the percentage so owned by that Person on the date hereof; or (iv) the Board of Directors of the Company 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. 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 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 Executive shall have no further rights and obligations under this Agreement by reason of such Potential Change of Control; provided, however, that if the Executive shall have delivered a Notice of Termination (within the meaning of Section 6(f) hereof) prior to the date of the Nullification Resolution, such Resolution shall not effect the Executive's rights hereunder. If a Nullification Resolution has been adopted and the Executive has not delivered a Notice of Termination prior thereto, the Effective Date for purposes of this Agreement shall be the date, if any, during the term hereof on which another Potential Change of Control or any actual Change of Control occurs. 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 (i) Hydril enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change of Control; (ii) 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 (other than a trustee or other fiduciary, holding securities under an employee benefit plan of Hydril, acting in such capacity) who is or becomes the beneficial owner,... directly or indirectly, of securities of Hydril representing 10% or more of the combined voting power of Hydril's then outstanding Voting 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 of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change of Control has occurred. -6- 7 View More

Potential Change of Control. A "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 Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii) 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 (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change of Control has occurred. provided, however, clause (ii) above shall not apply to any Person who, as of the Effective Date, is the beneficial owner of 15% or more of either the outstanding shares of common stock of the Company or the combined voting power of the Company's outstanding securities. 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 30% 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 (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

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 10% of the Voting Power of the JHFS's securities; (ii) the Company or JHFS enters into an agreement the consummation of which would constitute a Change of Control; (iii) proxies for the election of directors of JHFS are solicited by anyone other than JHFS; or (iv) any other event occurs which is deemed to be a Potential Change of Control by the JHFS Board.

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 consider taking actions which if consummated would constitute a Change of Control; (iii) any... Person, other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (A) is or becomes the Beneficial Owner, (B) discloses directly or indirectly to the Company or publicly a plan or intention to become the Beneficial Owner, or (C) makes a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to securities to become the Beneficial Owner, directly or indirectly, of securities representing 9.9% or more of the combined voting power of the outstanding Voting Securities of the Company; or (iv) 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: (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 and the success and consummation of such intention reasonably appears to be more likely than not, or (iii) the Board adopts a resolution to the effect that, for purposes... of this Agreement, a Potential Change of Control has occurred, except in each case for a transaction in which an Indemnitee is participating as an active principal and not solely as a result of such Indemnitee's position as a director or officer. View More

Potential Change of Control. Shall mean an event or occurrence as set forth in Section 2(i) of the Employment Continuation Agreement.