Common use of Amendment to Definition of Change in Control Clause in Contracts

Amendment to Definition of Change in Control. The third paragraph of Section 5(d) of the Agreement is amended to read in its entirety as follows: "For purposes of this Agreement, a "Change in Control" shall be deemed to occur on the occurrence of any of the following events: (1) The acquisition by an entity, person or group (including any Affiliates or Associates of such entity, person or group) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of capital stock of the Company entitled to exercise more than 50% of the outstanding voting power of all capital stock of the Company entitled to vote in elections of directors ("Voting Power); (2) The effective time of (I) a merger or consolidation of the Company with one or more other corporations as a result of which the holders of the outstanding Voting Power of the Company immediately prior to such merger or consolidation (other than the surviving or resulting corporation or any Affiliate or Associate thereof) hold less than 50% of the Voting Power of the surviving or resulting corporation, or (II) the sale, lease, transfer, license, conveyance or other disposition through one transaction or a series of related transactions of a Substantial Portion of the Property of the Company other to an entity of which the Company owns at lease an 50% of the Voting Power, or the last of any series of transfers that results in such conveyance, or (III) a transfer of a majority of the Voting Power, other than to an entity of which the company owns at least 50% of the Voting Power. The term "Substantial Portion" means 75% or more of the aggregate book value of the assets of the Company and its Affiliates and Associates (for purposes of subparagraphs d(l) and d(2), the terms "affiliates" and "associates" shall have the same meanings as those terms are defined in Section 12b-2 under the Securities and Exchange Act of 1934); or