Common use of A Change of Control of Employer Clause in Contracts

A Change of Control of Employer. For all purposes of this Agreement, a “Change of Control” shall mean: (i) the acquisition by any person, entity or groups of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions of the Securities Exchange Act of 1934 (the “Act”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twenty-five percent (25%) of either the outstanding shares of common stock or the combined voting power of Employer’s then outstanding voting securities entitled to vote generally, or (ii) the approval by stockholders of Employer of a reorganization, merger or consolidation, in which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger or consolidation, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.

A Change of Control of Employer. For all purposes of this Agreement, a “"Change of Control” " shall mean: (i) the acquisition by any person, entity or groups group of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions provisions, of the Securities Exchange Act of 1934 (the “"Act”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twenty-five percent (25%) of either the outstanding shares of common stock or the combined voting power of Employer’s 's then outstanding voting securities entitled to vote generally, or (ii) the approval by the stockholders of Employer of a reorganization, merger merger, or consolidation, in each case with respect to which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger reorganized, merged or consolidationconsolidated Employer's then outstanding securities, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s 's assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (65.2(2),(3),(4),(6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.

A Change of Control of Employer. For all purposes of this Agreement, a “"Change of Control” " shall mean: (i) the acquisition by any person, entity or groups group of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions provisions, of the Securities Exchange Act of 1934 (the “"Act”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twenty-five percent (2535%) of either the outstanding shares of common stock or the combined voting power of Employer’s 's then outstanding voting securities entitled to vote generally, or (ii) the approval by the stockholders of Employer of a reorganization, merger or consolidation, in which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger or consolidation, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s 's assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (65.2(2),(3),(4),(6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.

A Change of Control of Employer. For all purposes of this Agreement, a “"Change of Control” " shall mean: (i) the acquisition by any person, entity or groups group of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions provisions, of the Securities Exchange Act of 1934 (the “"Act”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twentysixty-five percent (2565%) of either the outstanding shares of common stock or the combined voting power of Employer’s 's then outstanding voting securities entitled to vote generally, or (ii) the approval by the stockholders of Employer of a reorganization, merger or consolidation, in which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty sixty five percent (5065%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger or consolidation, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s 's assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (65.2(2),(3),(4),(6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.

A Change of Control of Employer. For all purposes of this Agreement, a “"Change of Control” " shall mean: (i) the acquisition by any person, entity or groups group of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions provisions, of the Securities Exchange Act of 1934 (the “"Act”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twenty-five percent (25%) of either the outstanding shares of common stock or the combined voting power of Employer’s 's then outstanding voting securities entitled to vote generally, or (ii) the approval by the stockholders of Employer of a reorganization, merger or consolidation, in which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger or consolidation, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s 's assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.

A Change of Control of Employer. For all purposes of this Agreement, a “"Change of Control” " shall mean: (i) the acquisition by any person, entity or groups group of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions provisions, of the Securities Exchange Act of 1934 (the “"Act”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twenty-five percent (25%) of either the outstanding shares of common stock or the combined voting power of Employer’s 's then outstanding voting securities entitled to vote generally, or (ii) the approval by the stockholders of Employer of a reorganization, merger or consolidation, in which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger or consolidation, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s 's assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (65.2(2),(3),(4),(6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.

A Change of Control of Employer. For all purposes of this Agreement, a “"Change of Control” " shall mean: (i) the acquisition by any person, entity or groups group of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions provisions, of the Securities Exchange Act of 1934 (the “"Act”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twenty-five percent (25%) of either the outstanding shares of common stock or the combined voting power of Employer’s 's then outstanding voting securities entitled to vote generally, or (ii) the approval by the stockholders of Employer of a reorganization, merger or consolidation, in which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger or consolidation, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s 's assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (65.2(2),(3),(4),(6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.

A Change of Control of Employer. For all purposes of this Agreement, a “"Change of Control” " shall mean: (i) the acquisition by any person, entity or groups group of persons, within the meaning of Section 13(d) or 14(d), or any comparable successor provisions provisions, of the Securities Exchange Act of 1934 (the “"Act”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of at least twenty-five twenty percent (2520%) of either the outstanding shares of common stock or the combined voting power of Employer’s 's then outstanding voting securities entitled to vote generally, or (ii) the approval by the stockholders of Employer of a reorganization, merger or consolidation, in which persons who were stockholders of Employer immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the surviving corporation of such reorganization merger or consolidation, or a liquidation or dissolution of Employer or of the sale of all or substantially all of Employer’s 's assets, or (iii) in the event Employer terminates Employee pursuant to this Agreement for any reason other than the occurrence of any of the events set forth in Sections 5.2(2), (3), (4), (65.2(2),(3),(4),(6), (7) or (9) hereof, or (iv) in the event any person shall be elected by the stockholders of Employer to the Board of Directors of Employer who shall not have been nominated for election by a majority of the Board of Directors of Employer or any duly appointed committee thereof.