Common use of Change in Control and Potential Change in Control Clause in Contracts

Change in Control and Potential Change in Control. (a) A “Change in Control” shall be deemed to have occurred if, during the term of this Agreement, on the earliest to occur of the following dates: (i) The date any Person (as defined in Section 13(d)(3) of the Securities and Exchange Act) shall have become the direct or indirect beneficial owner of thirty percent (30%) or more of the then outstanding common shares of the Company; (ii) The date of consummation of a merger or consolidation of the Company with any other corporation other than (i) a merger or consolidation which would result in the voting securities of the company outstanding immediately prior thereto continuing to represent at least fifty one percent (51%) of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company in which no Person acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; (iii) The date the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets; (iv) The date there shall have been a change in the composition of the Board of Directors of the Company within a two (2) year period such that a majority of the Board does not consist of directors who were serving at the beginning of such period together with directors whose initial nomination for election by the Company’s stockholders or, if earlier, initial appointment to the Board was approved by the vote of two-thirds of the directors then still in office who were in office at the beginning of the two (2) year period together with the directors who were previously so approved.

Appears in 6 contracts

Samples: Change in Control Agreement (Bristol Myers Squibb Co), Change in Control Agreement (Bristol Myers Squibb Co), Change in Control Agreement (Bristol Myers Squibb Co)

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Change in Control and Potential Change in Control. (ai) A “Change No benefits shall be payable hereunder unless there shall have been a change in Control” control of the Company, as set forth below. For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred if, during the term of this Agreement, on the earliest to occur of the following dates: (ia) The date any Person "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the owner or "beneficial owner" (as defined in Section 13(d)(3) of Rule 13d-3 under the Securities and Exchange Act) shall have become the direct ), directly or indirect beneficial owner indirectly, of thirty percent (30%) Company securities representing 20% or more of the then outstanding common shares combined voting power of the Company's then outstanding securities; provided, however, that Company securities acquired directly from the Company shall be disregarded for this purpose; (iib) The date during any period of consummation two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of a majority of the directors then still in office who either (l) were directors at the beginning of such period or (2) were so elected or nominated with such approval, cease for any reason to constitute at least a majority of the Board; (c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation Company and such merger or consolidation is consummated, other than (il) a merger or consolidation which would result in the voting securities of the company Company outstanding immediately prior thereto continuing to represent at least fifty one percent (51%either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or the such surviving entity outstanding immediately after such merger or consolidation, consolidation or (ii2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person "person" (as hereinabove defined) acquires more than fifty percent (50%) 20% of the combined voting power of the Company’s 's then outstanding securities;; or (iiid) The date the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets's assets and such liquidation or sale of assets is consummated. (ii) For purposes of this Agreement, a "potential change in control of the Company" shall be deemed to have occurred if: (a) the Company enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company; (ivb) The date there shall have been any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in the composition control of the Board of Directors Company; (c) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company within (or a two (2) year period such that a majority company owned, directly or indirectly, by the stockholders of the Board does not consist Company in substantially the same proportions as their ownership of directors stock of the Company), who were serving at is or becomes the beginning beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities, increases his beneficial ownership of such period together with directors whose initial nomination securities by 3 percentage points or more over the percentage so owned by such person on the date hereof; or (d) the Board adopts a resolution to the effect that, for election by purposes of this Agreement, a potential change in control of the Company has occurred. (iii) You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company’s stockholders or, if earlier, initial appointment to you will remain in the Board was approved by the vote of two-thirds employ of the directors then still Company until the earliest of (a) a date which is 180 days from the occurrence of such potential change in office who were in office at the beginning control of the two Company, (2b) year period together with the directors who were previously so approvedtermination by you of your employment by reason of Disability as defined in Section 3(ii), or (c) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 4(ii) below.

Appears in 1 contract

Samples: Executive Severance Agreement (Owens & Minor Inc/Va/)

Change in Control and Potential Change in Control. (ai) A “Change No benefits shall be payable hereunder unless there shall have been a change in Control” control of the Company, as set forth below. For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred if, during the term of this Agreement, on the earliest to occur of the following dates: (ia) The date any Person "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the owner or "beneficial owner" (as defined in Section 13(d)(3) of Rule 13d-3 under the Securities and Exchange Act) shall have become the direct ), directly or indirect beneficial owner indirectly, of thirty percent (30%) Company securities representing 20% or more of the combined voting power of the then outstanding common shares of securities; provided, however, that Company securities acquired directly from the CompanyCompany shall be disregarded for this purpose; (iib) The date during any period of consummation two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of a majority of the directors then still in office who either (l) were directors at the beginning of such period or (2) were so elected or nominated with such approval, cease for any reason to constitute at least a majority of the Board; (c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation Company and such merger or consolidation is consummated, other than (il) a merger or consolidation which would result in the voting securities of the company Company outstanding immediately prior thereto continuing to represent at least fifty one percent (51%either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or the such surviving entity outstanding immediately after such merger or consolidation, consolidation or (ii2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person "person" (as hereinabove defined) acquires more than fifty percent (50%) 20% of the combined voting power of the Company’s 's then outstanding securities;; or (iiid) The date the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets. (ii) For purposes of this Agreement, a "potential change in control of the Company" shall be deemed to have occurred if: (a) the Company enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company; (ivb) The date there shall have been any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in the composition control of the Board of Directors Company; (c) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company within (or a two (2) year period such that a majority company owned, directly or indirectly, by the stockholders of the Board does not consist Company in substantially the same proportions as their ownership of directors stock of the Company), who were serving at is or becomes the beginning beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities, increases his beneficial ownership of such period together with directors whose initial nomination securities by 3 percentage points or more over the percentage so owned by such person on the date hereof; or (d) the Board adopts a resolution to the effect that, for election by purposes of this Agreement, a potential change in control of the Company has occurred. (iii) You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company’s stockholders or, if earlier, initial appointment to you will remain in the Board was approved by the vote of two-thirds employ of the directors then still Company until the earliest of (a) a date which is 180 days from the occurrence of such potential change in office who were in office at the beginning control of the two Company, (2b) year period together with the directors who were previously so approvedtermination by you of your employment by reason of Disability as defined in Section 3(ii), or (c) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 4 (ii) below.

Appears in 1 contract

Samples: Executive Severance Agreement (Owens & Minor Inc/Va/)

Change in Control and Potential Change in Control. (a) A “Change in Control” shall be deemed to have occurred if, during the term of this Agreement, on the earliest to occur of the following dates: (i) The date any Person (as defined in Section 13(d)(3) of the Securities and Exchange Act) shall have become the direct or indirect beneficial owner of thirty twenty percent (3020%) or more of the then outstanding common shares of the Company; (ii) The date of consummation of a merger or consolidation of the Company with any other corporation other than (i) a merger or consolidation which would result in the voting securities of the company outstanding immediately prior thereto continuing to represent at least fifty one percent (51%) 75% of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company in which no Person acquires more than fifty percent (50%) % of the combined voting power of the Company’s then outstanding securities; (iii) The date the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets; (iv) The date there shall have been a change in the composition a majority of the Board of Directors of the Company within a two two- (2) year period such that a majority of unless the Board does not consist of directors who were serving at the beginning of such period together with directors whose initial nomination for election by the Company’s stockholders or, if earlier, initial appointment to the Board of each new director was approved by the vote of two-thirds of the directors then still in office who were in office at the beginning of the two (2) year period together with the directors who [or were previously so approved].

Appears in 1 contract

Samples: Change in Control Agreement (Bristol Myers Squibb Co)

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Change in Control and Potential Change in Control. (a) A "Change in Control" shall be deemed to have occurred if, during the term of this Agreement, on the earliest to occur of the following dates: (i) The date any Person (as defined in Section 13(d)(3) of the Securities and Exchange Act) shall have become the direct or indirect beneficial owner of thirty percent (30%) or more of the then outstanding common shares of the Company; (ii) The date of consummation of a merger or consolidation of the Company with any other corporation other than (i) a merger or consolidation which would result in the voting securities of the company outstanding immediately prior thereto continuing to represent at least fifty one percent (51%) of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company in which no Person acquires more than fifty percent (50%) of the combined voting power of the Company’s 's then outstanding securities; (iii) The date the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s 's assets; (iv) The date there shall have been a change in the composition of the Board of Directors of the Company within a two (2) year period such that a majority of the Board does not consist of directors who were serving at the beginning of such period together with directors whose initial nomination for election by the Company’s 's stockholders or, if earlier, initial appointment to the Board was approved by the vote of two-thirds of the directors then still in office who were in office at the beginning of the two (2) year period together with the directors who were previously so approved.

Appears in 1 contract

Samples: Change in Control Agreement (Bristol Myers Squibb Co)

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