Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 11 contracts
Samples: Restricted Share Award Agreement (Commerce Energy Group, Inc.), Employment Agreement (Commerce Energy Group, Inc.), Stock Option Award Agreement (Commerce Energy Group, Inc.)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5025% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates with the company’s approval by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 9 contracts
Samples: Severance Agreement (Versar Inc), Severance Agreement (Versar Inc), Severance Agreement (Versar Inc)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5025% or more of the combined voting power of the Company’s 's then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates with the company's approval by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 9 contracts
Samples: Severance Agreement (Versar Inc), Severance Agreement (Versar Inc), Severance Agreement (Versar Inc)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5025% or more of the combined voting power of the Company’s 's then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates with the Company's approval by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 7 contracts
Samples: Severance Agreement (Versar Inc), Severance Agreement (Versar Inc), Severance Agreement (Versar Inc)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5025% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates, with the company’s approval by or for the Person Person, shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 4 contracts
Samples: Employment Agreement (Versar Inc), Employment Agreement (Versar Inc), Employment Agreement (Versar Inc)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% 51 percent or more of the combined voting power of the Company’s 's then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 3 contracts
Samples: Executive Retention Agreement (Harding Lawson Associates Group Inc), Executive Retention Agreement (Harding Lawson Associates Group Inc), Retention Agreement (Harding Lawson Associates Group Inc)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% 50 percent or more of the combined voting power of the Company’s 's then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 2 contracts
Samples: Retention Agreement (Resourcephoenix Com), Retention Agreement (Resourcephoenix Com)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5051% or more of the combined voting power of the Company’s 's then outstanding securities. In applying the preceding sentencesecurities in connection with a merger or otherwise; provided, (i) however, this shall not apply to securities acquired directly from issued in connection with, or pursuant to, securities of the Company or its Affiliates by or for outstanding as of the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Boarddate hereof.
Appears in 2 contracts
Samples: Employment Agreement (Gelstat Corp), Employment Agreement (Gelstat Corp)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% 51 percent or more of the combined voting power of the Company’s 's then outstanding securities, except that a voting agreement or other voting activity shall not make the Person a Beneficial Owner unless the voting activity in question is intended to accomplish a Change in Control under Sections 7(a)(ii), (iii), or (iv). In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 1 contract
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% 51 percent or more of the combined voting power of the Company’s 's then outstanding securities, except that a voting agreement or other voting activity shall not make the Person a Beneficial Owner unless the voting activity in question is intended to accomplish a Change in Control under Sections 7(d)(i)(2), (3), or (4). In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 1 contract
Samples: Employment Agreement (Lodgian Inc)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Ownerbeneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company Corporation representing 5025% or more of the combined voting power of the CompanyCorporation’s then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company Corporation or its Affiliates affiliates with the Corporation’s approval by or for the Person person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 1 contract
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5025% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates with the Company’s approval by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 1 contract
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the the, Company representing 50% 50.1 percent or more of the combined voting power of the Company’s 's then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 1 contract
Samples: Executive Severance Agreement (CNBT Bancshares Inc)
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5025% or more of the combined voting power of the Company’s 's then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates affiliates, with the company's approval by or for the Person Person, shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Appears in 1 contract
Samples: Employment Agreement (Versar Inc)