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Common use of Change in Control Defined Clause in Contracts

Change in Control Defined. For purposes of this Agreement, a “change in control” shall mean any of the following: (i) a majority of the directors of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by the Board of Directors of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (Bluestem Brands, Inc.), Nonqualified Stock Option Agreement (Bluestem Brands, Inc.)

Change in Control Defined. For purposes of this Agreement, a “change "Change in control” Control" shall mean any of the followingbe deemed to have taken place if: (i) a majority any "person" (as defined below) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the directors Corporation representing 30% or more of the Company shall be persons other than persons:total voting power represented by the Corporation's then outstanding voting securities; A. for whose election proxies shall have been solicited by (ii) a change in the composition of the Board of Directors of the Company or B. Corporation occurs, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who are then serving either (A) had been directors of the Corporation on the "look-back date" (as directors appointed by defined below) or (B) were elected, or nominated for election, to the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power Corporation with the affirmative votes of at least a majority of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors who had been directors of the Company, voting together as a single class (Corporation on the “Voting Stock”) is acquired or beneficially owned (as defined "look-back date" and who were still in Rule 13d 3 promulgated under office at the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) time of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, election or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the publicnomination; (iii) the consummation stockholders of the Corporation approve a merger or consolidation of the Company Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into another voting securities of the surviving entity, ) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or other disposition (in one transaction or a series of transactions) by the Corporation of all or substantially all of the Company’s assets or a similar business combination Corporation's assets. For purposes of paragraph (each, a “Business Combination”a)(i), the term "person" shall have the same meaning as when used in each case unless, immediately following such Business Combination, (xsections 13(d) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interestsand 14(d) of the surviving Exchange Act, but shall exclude (1) a trustee or acquiring entity resulting from such Business Combination (including such beneficial ownership of other fiduciary holding securities under an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all employee benefit plan of the Company’s assets either Corporation or of a parent or subsidiary of the Corporation or (2) a corporation owned directly or through one indirectly by the stockholders of more subsidiaries), the Corporation in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately common stock of the Corporation. For purposes of paragraph (a)(ii), the term "look-back date" shall mean the later of (A) the date twenty-four (24) months prior to such Business Combination, the change in the composition of the Board and (yB) no personthe Effective Date. Any other provision of this Section 7(a) notwithstanding, entity or group beneficially owns, directly or indirectly, 50% or more the term "Change in Control" shall not include either of the voting power following events, if undertaken at the election of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.Corporation:

Appears in 2 contracts

Samples: Employment Agreement (Oxford Health Plans Inc), Employment Agreement (Oxford Health Plans Inc)

Change in Control Defined. For purposes of this Agreement, a “change "Change in control” Control" of the Bank or Company shall mean any a Change in Control of the following: a nature that (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners Loan Act, as amended, and applicable rules and regulations promulgated there under, as in effect at the time of the Change in Control (collectively, the “HOLA”); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Employer’s employee stock ownership plan or trust; or (b) individuals who constitute the Company’s Board of Directors on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited or similar transaction with one or more corporations or financial institutions, and as a result such proxy solicitation a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the Board of Directors requisite vote of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death Company’s stockholders; or resignation (but not by removale) or to fill newly-created directorships; (ii) 50a tender offer is made for 25% or more of the voting power of the outstanding shares of all classes and series of capital stock securities of the Company entitled to vote in and the general election shareholders owning beneficially or of directors of the Company, voting together as a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50record 25% or more of the voting power outstanding securities of the outstanding voting stock (Company have tendered or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect offered to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval sell their shares pursuant to such tender offer and such tendered shares have been accepted by the shareholders of a definitive agreement or plan to liquidate or dissolve the Companytender offeror.

Appears in 2 contracts

Samples: Change in Control Agreement (Pathfinder Bancorp, Inc.), Change in Control Agreement (Pathfinder Bancorp, Inc.)

Change in Control Defined. No benefits shall be payable under this Section 6 unless there shall have occurred a Change in Control of Employer, as defined below. For purposes of this AgreementSection 6, a “change Change in controlControlof Employer shall mean any of the followingfollowing events: (i) a majority of the directors of the Company shall be persons An acquisition in one or more transactions (other than persons: A. for whose election proxies shall have been solicited directly from Employer or pursuant to options granted by the Board Employer) of Directors any voting securities of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class Employer (the “Voting StockSecurities”) is acquired or beneficially owned by any “Person” (as defined in Rule 13d 3 promulgated under the term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group immediately after which such Person has “Beneficial Ownership” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) 13d-3 promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 5020% or more of the combined voting power of the Employer’s then outstanding voting stock Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (A) an employee benefit plan (or comparable equity interestsa trust forming a part thereof) of the surviving or acquiring entity (other than maintained by (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, Employer or (2) the Participant any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by Employer (a “Subsidiary”), (B) Employer or any group of which the Participant is Subsidiary, or (C) any Person in connection with a member or any entity of which the Participant is an affiliate“Non-Control Transaction” (as hereinafter defined); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.;

Appears in 2 contracts

Samples: Severance Agreement (Federal Realty Investment Trust), Severance Agreement (Federal Realty Investment Trust)

Change in Control Defined. For purposes of this Agreement, a “change Change in controlControl” shall mean any of the followingbe deemed to have taken place if: (i) a majority of the directors of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by the Board of Directors of the Company or B. who are then serving any “person” (as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death defined below) is or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (becomes the “Voting Stock”) is acquired or beneficially owned beneficial owner” (as defined in Rule 13d 3 promulgated 13d-3 under the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”)), directly or indirectly, of securities of the Corporation representing 30% or more of the total voting power represented by the Corporation’s then outstanding voting securities; (ii) by any persona change in the composition of the Board occurs, entity or group as a result of which fewer than two-thirds (within the meaning of Section 13(d)(3) or 14(d)(22/3) of the Exchange Act) other than incumbent directors are directors who either (A) an entity in connection with a Business Combination in which clauses (x) and (y) had been directors of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which Corporation on the Participant is a member, or any entity of which the Participant is an affiliate “look-back date” (as defined in Rule 12(b)(2below) promulgated under the Exchange Act), or (B) a licensed broker/dealer were elected, or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely nominated for the purpose of resale election, to the publicBoard with the affirmative votes of at least a majority of the directors who had been directors of the Corporation on the “look-back date” and who were still in office at the time of the election or nomination; (iii) the consummation stockholders of the Corporation approve a merger or consolidation of the Company Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into another voting securities of the surviving entity, ) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or other disposition (in one transaction or a series of transactions) by the Corporation of all or substantially all of the CompanyCorporation’s assets or a similar business combination assets. For purposes of paragraph (each, a “Business Combination”a)(i), the term “person” shall have the same meaning as when used in each case unless, immediately following such Business Combination, (xsections 13(d) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interestsand 14(d) of the surviving Exchange Act, but shall exclude (1) a trustee or acquiring entity resulting from such Business Combination (including such beneficial ownership of other fiduciary holding securities under an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all employee benefit plan of the Company’s assets either Corporation or of a parent or subsidiary of the Corporation or (2) a corporation owned directly or through one indirectly by the stockholders of more subsidiaries), the Corporation in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately common stock of the Corporation. For purposes of paragraph (a)(ii), the term “look-back date” shall mean the later of (A) the date twenty-four (24) months prior to such Business Combination, the change in the composition of the Board and (yB) no personthe Promotion Date. Any other provision of this Section 7(a) notwithstanding, entity or group beneficially owns, directly or indirectly, 50% or more the term “Change in Control” shall not include either of the voting power following events, if undertaken at the election of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.Corporation:

Appears in 1 contract

Samples: Employment Agreement (Oxford Health Plans Inc)

Change in Control Defined. For purposes of this Agreement, a “change A `Change in control” Control' shall mean any of the following: be deemed to have occurred if (i) there is a majority sale or transfer of all or substantially all of the directors assets of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by the Board in one or a series of Directors of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; transactions; (ii) 50% or more any `person,' as such term is used in Section 13(d) of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (or any successor provision) (the `Exchange Act'), together with all `affiliates' and `associates' (as such terms are defined in Rule 12b-2 under the Exchange Act or any successor provision) by any of such person, entity shall become the `beneficial owner' or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate `beneficial owners' (as defined in Rule 12(b)(2) promulgated Rules 13d-3 and 13d-5 under the Exchange ActAct or any successor provision), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, of securities of the Company representing in the aggregate thirty percent (30%) or more of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of all then outstanding securities of the Company having the right under ordinary circumstances to vote in an election of the Board of Directors of the Company (hereafter referred to as an `Acquisition'); PROVIDED, that, notwithstanding the foregoing, an Acquisition shall not be deemed to have occurred for purposes of this clause (ii) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of common stock or other voting securities outstanding, increases (x) the proportionate number of shares of common stock beneficially owned by any person to thirty percent (30%) or more of the common stock then outstanding or (y) the proportionate voting power represented by the voting securities beneficially owned by any person to thirty percent (30%) or more of the combined voting power of all then outstanding voting securities; or (iii) there is a merger or consolidation between the Company and an entity other than a subsidiary of the Company in which the Company is not the continuing or surviving corporation and pursuant to which the holders of the Company's voting stock immediately prior to such merger or consolidation would not be the holders immediately after such merger or consolidation of at least 50% of the voting power stock of the then outstanding shares of voting stock (continuing or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Companycorporation.

Appears in 1 contract

Samples: Employment Agreement (Variagenics Inc)

Change in Control Defined. For purposes of this AgreementSection 3(d) above, a “change "Change in control” shall mean any Control of the followingCompany" shall mean: (i) a majority of the directors of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by the Board of Directors of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) The acquisition by any personindividual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule l3d-3 under the Exchange Act) other than of 50 percent or more of either (A) an entity the then outstanding shares of Common Stock (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in connection with the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Business Combination in which clauses Change of Control: (x1) and any acquisition directly from the Company (y) of subparagraph (iii) apply, except such excluding an acquisition by virtue of the Participantexercise of a conversion privilege), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation which would not be a Change of Control under Section 6(f)(iii) below; or (ii) Individuals who, as of the effective date of the Option Plan, constitute the Board (the "Incumbent Board") ceasing for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any group such individual whose initial assumption of which the Participant is office occurs as a member, result of either an actual or any entity of which the Participant is an affiliate threatened election contest (as defined such terms are used in Rule 12(b)(2) 14a-11 of Regulation 14A promulgated under the Exchange Act)) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or (iii) The approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless following such reorganization, merger or consolidation, (A) more than 50 percent of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidated and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation, or (iv) The approval by the shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Company’s assets or , other than to a similar business combination (eachcorporation, a “Business Combination”), in each case unless, immediately with respect to which following such Business Combinationsale or other disposition, (x1) more than 50 percent of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners owners, respectively, of the Company’s Outstanding Company Common Stock and Outstanding Company Voting Stock Securities immediately prior to such Business Combination beneficially own, directly sale or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), other disposition in substantially the same proportions (proportion as compared to the other beneficial owners of the Company’s Voting Stock their ownership, immediately prior to such Business Combinationsale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) as their beneficial ownership at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

Appears in 1 contract

Samples: Employment Agreement (Detrex Corporation)

Change in Control Defined. For the purposes of this Agreement, a “change "Change in control” Control" shall mean any of be deemed to have occurred if on or after the followingdate hereof: (i) a majority any Person (as defined below) acquires (or has acquired during the 12-month period ending on the date of the directors most recent acquisition by such Person) Voting Securities (as defined below) of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by and, immediately thereafter, is the Board "beneficial owner" (within the meaning of Directors of the Company or B. who are then serving Rule 13d-3, as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person, entity or group of Voting Securities of the Company representing fifty percent (within the meaning of Section 13(d)(350%) or 14(d)(2more of the combined Voting Power (as defined below) of the Exchange ActCompany's securities; (ii) within any 12-month period, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) an entity in connection with a Business Combination in which clauses (x) and (y) was elected to the Board of subparagraph (iii) apply, except such an acquisition by Directors of the Participant, any group of which the Participant is a memberCompany by, or any entity on the recommendation of which or with the Participant is an affiliate (approval of, at least a majority of the directors who then qualified as defined in Rule 12(b)(2) promulgated under the Exchange ActIncumbent Directors either actually or by prior operation of this Section 6(b)(ii), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public;; or (iii) the consummation of a merger or consolidation of the Company with or into another entitymerger, a consolidation, share exchange, division, sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock , or a complete liquidation of the Company (a "Corporate Event"), except that a Corporate Event shall not trigger a Change in Control under this clause (iii) if the shareholders of the Company immediately prior to such Business Combination beneficially ownCorporate Event shall hold, directly or indirectlyindirectly immediately following such Corporate Event, more than 50% a majority of the voting power Voting Power of (x) in the then outstanding shares case of voting stock (a merger or comparable voting equity interests) of consolidation, the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity thatcorporation, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no personin the case of a share exchange, entity the acquiring corporation or group beneficially owns(z) in the case of a division or a sale or other disposition of assets, directly each surviving, resulting or indirectly, 50% acquiring corporation. The above definition of a Change in Control shall be interpreted and applied in a manner that complies with the change in control or more ownership trigger event rules under Section 409A of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the CompanyCode.

Appears in 1 contract

Samples: Incentive Award Agreement (New Jersey Resources Corp)

Change in Control Defined. For purposes of this Agreement, a A change Change in controlControl” shall mean be deemed to have occurred if the event set forth in any one of the followingfollowing paragraphs shall have occurred: (ia) a majority any Person, as defined below, is or becomes the Beneficial Owner, as defined below, directly or indirectly, of the directors securities of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited (not including in the securities beneficially owned by the Board of Directors of such Person any securities acquired directly from the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removalits Affiliates) or to fill newly-created directorships; (ii) representing 50% or more of the combined voting power of the Company’s then outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Companysecurities, voting together as excluding any Person who becomes such a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity Beneficial Owner in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or into another the entity surviving such merger or consolidation (b) if there is no such parent, of the Company or such surviving entity; (b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or the entity surviving such merger or consolidation or (b) if there is no such parent, of the Company or such surviving entity; or (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or other disposition (in one transaction or a series of transactions) by the Company of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or a similar business combination of the entity to which such assets are sold or disposed or (eachb) if there is no such parent, of the Company or such entity. 7 Notwithstanding the foregoing, a “Business Combination”), Change in each case unless, Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such Business Combination, (x) transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the beneficial owners assets of the Company’s Voting Stock Company immediately prior to following such Business Combination beneficially own, directly transaction or indirectly, more than 50% series of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Companytransactions.

Appears in 1 contract

Samples: Employment Agreement (American Apparel, Inc)

Change in Control Defined. For purposes of this Agreement, a A change Change in controlControl” shall mean be deemed to have occurred if the event set forth in any one of the followingfollowing paragraphs shall have occurred: (ia) a majority any Person, as defined below, is or becomes the Beneficial Owner, as defined below, directly or indirectly, of the directors securities of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited (not including in the securities beneficially owned by the Board of Directors of such Person any securities acquired directly from the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removalits Affiliates) or to fill newly-created directorships; (ii) representing 50% or more of the combined voting power of the Company’s then outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Companysecurities, voting together as excluding any Person who becomes such a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity Beneficial Owner in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or into another the entity surviving such merger or consolidation (b) if there is no such parent, of the Company or such surviving entity; (b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or the entity surviving such merger or consolidation or (b) if there is no such parent, of the Company or such surviving entity; or (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or other disposition (in one transaction or a series of transactions) by the Company of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or a similar business combination of the entity to which such assets are sold or disposed or (eachb) if there is no such parent, of the Company or such entity. Notwithstanding the foregoing, a “Business Combination”), Change in each case unless, Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such Business Combination, (x) transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the beneficial owners assets of the Company’s Voting Stock Company immediately prior to following such Business Combination beneficially own, directly transaction or indirectly, more than 50% series of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Companytransactions.

Appears in 1 contract

Samples: Employment Agreement (Endeavor Acquisition Corp.)

Change in Control Defined. For purposes of this Agreement, a “change A ‘Change in control” Control’ shall mean any of the following: be deemed to have occurred if (i) there is a majority sale or transfer of all or substantially all of the directors assets of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by the Board in one or a series of Directors of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; transactions; (ii) 50% or more any ‘person,’ as such term is used in Section 13(d) of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (or any successor provision) (the Exchange Act), together with all ‘affiliates’ and ‘associates’ (as such terms are defined in Rule 12b-2 under the Exchange Act or any successor provision) by any of such person, entity shall become the ‘beneficial owner’ or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate ‘beneficial owners’ (as defined in Rule 12(b)(2) promulgated Rules 13d-3 and 13d-5 under the Exchange ActAct or any successor provision), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, of securities of the Company representing in the aggregate thirty percent (30%) or more of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of all then outstanding securities of the Company having the right under ordinary circumstances to vote in an election of the Board of Directors of the Company (hereafter referred to as an ‘Acquisition’); provided, that, notwithstanding the foregoing, an Acquisition shall not be deemed to have occurred for purposes of this clause (ii) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of common stock or other voting securities outstanding, increases (x) the proportionate number of shares of common stock beneficially owned by any person to thirty percent (30%) or more of the common stock then outstanding or (y) the proportionate voting power represented by the voting securities beneficially owned by any person to thirty percent (30%) or more of the combined voting power of all then outstanding voting securities; or (iii) there is a merger or consolidation between the Company and an entity other than a subsidiary of the Company in which the Company is not the continuing or surviving corporation and pursuant to which the holders of the Company’s voting stock immediately prior to such merger or consolidation would not be the holders immediately after such merger or consolidation of at least 50% of the voting power stock of the then outstanding shares of voting stock (continuing or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Companycorporation.

Appears in 1 contract

Samples: Employment Offer Letter (Variagenics Inc)

Change in Control Defined. For purposes of this Agreement, a (a) A change Change in controlControlshall mean will be deemed to have occurred if any of the followingfollowing has occurred: (i) either (a) the Company receives a majority report on Schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission (SEC) pursuant to Section 13(d) of the directors Securities Exchange Act of 1934 (the 1934 Act) disclosing that any person (as that term is used in Section 13(d) of the 1934 Act) (Person), is the beneficial owner, directly or indirectly, of 20% or more of the outstanding stock of the Company shall or (b) the Company has actual knowledge of facts that would require any Person to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be persons other than persons: A. for whose election proxies shall have been solicited by required to file such a report or amendment upon the Board of Directors lapse of the Company or B. who are then serving as directors appointed by applicable period of time specified in Section 13(d) of the Board 1934 Act) disclosing that such Person is the beneficial owner, directly or indirectly, of Directors to fill vacancies on 20% or more of the Board outstanding stock of Directors caused by death or resignation (but not by removal) or to fill newly-created directorshipsthe Company; (ii) 50purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or an employee benefit plan sponsored or maintained by the Company or a wholly-owned subsidiary of the Company, of shares pursuant to a tender or exchange offer to acquire any stock of the Company (or securities convertible into stock) for cash, securities or any other consideration provided that after consummation of the offer, that Person is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the general election case of directors of the Company, voting together as a single class (the “Voting Stock”) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”rights to acquire stock)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) approval by the consummation of a merger or consolidation shareholders of the Company with of (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of stock of the Company would be converted into another entitycash, a sale securities or other disposition property, other than a consolidation or merger of the Company in which holders of its stock immediately prior to the consolidation or merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger as immediately before, or (b) any consolidation or merger in which the Company is the continuing or surviving corporation but in which the common shareholders of the Company immediately prior to the consolidation or merger do not hold at least a majority of the outstanding common stock of the continuing or surviving corporation (except where such holders of common stock hold at least a majority of the common stock of the corporation which owns all of the common stock of the Company), or (c) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval a change in the majority of the members of the Board within a 24-month period unless the election or nomination for election by the Company’s shareholders of a definitive agreement or plan to liquidate or dissolve each new director was approved by the Companyvote of at least 2/3 of the directors then still in office who were in office at the beginning of the 24-month period.

Appears in 1 contract

Samples: Trust Agreement (National Fuel Gas Co)

Change in Control Defined. For purposes of this Agreement, a “change "Change in control” Control" shall mean any of the followingbe deemed to have taken place if: (i) a majority any "person" (as defined below) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), directly or indirectly, of securities of the directors Corporation representing 30% or more of the Company shall be persons other than persons:total voting power represented by the Corporation's then outstanding voting securities; A. for whose election proxies shall have been solicited by (ii) a change in the composition of the Board of Directors of the Company or B. Corporation occurs, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who are then serving either (A) had been directors of the Corporation on the "look-back date" (as directors appointed by defined below) or (B) were elected, or nominated for election, to the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power Corporation with the affirmative votes of at least a majority of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors who had been directors of the Company, voting together as a single class (Corporation on the “Voting Stock”) is acquired or beneficially owned (as defined "look-back date" and who were still in Rule 13d 3 promulgated under office at the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) time of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, election or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the publicnomination; (iii) the consummation stockholders of the Corporation approve a merger or consolidation of the Company Corporation with any other corporation, other than a merger or into another entity, consolidation (iv) the stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or other disposition (in one transaction or a series of transactions) by the Corporation of all or substantially all of the Company’s assets or a similar business combination Corporation's assets.For purposes of paragraph (each, a “Business Combination”a)(i), the term "person" shall have the same meaning as when used in each case unless, immediately following such Business Combination, (xsections 13(d) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interestsand 14(d) of the surviving Exchange Act, but shall exclude (1) a trustee or acquiring entity resulting from such Business Combination (including such beneficial ownership of other fiduciary holding securities under an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all employee benefit plan of the Company’s assets either Corporation or of a parent or subsidiary of the Corporation or (2) a corporation owned directly or through one indirectly by the stockholders of more subsidiaries), the Corporation in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately common stock of the Corporation. For purposes of paragraph (a)(ii), the term "look-back date" shall mean the later of (A) the date twenty-four (24) months prior to such Business Combination, the change in the composition of the Board and (yB) no personthe Effective Date. Any other provision of this Section 7(a) notwithstanding, entity or group beneficially owns, directly or indirectly, 50% or more the term "Change in Control" shall not include either of the voting power following events, if undertaken at the election of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.Corporation:

Appears in 1 contract

Samples: Employment Agreement (Oxford Health Plans Inc)

Change in Control Defined. For the purposes of this Agreementprovision, a “change in control” "Company" shall be deemed to mean R&B and the parent of R&B and/or any of the following: (i) other entity controlling a majority of the directors of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by the Board of Directors of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of R&B. For the Company entitled to vote purposes of this provision, a "change in the general election of directors control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item l(a) of the Current Report on Form 8-K, voting together as a single class (in effect on the “Voting Stock”date hereof, pursuant to Section 13 or 15(d) is acquired or beneficially owned (as defined in Rule 13d 3 promulgated under of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3") or 14(d)(2) would have been required to be so reported but for the fact that such event had been "previously reported" as that term is defined in Rule 12b-2 of Regulation 12B of the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (a) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by any Person is or becomes the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate beneficial owner (as defined in Rule 12(b)(2) promulgated 13d-3 under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, of securities of the Company representing more than fifty percent (50% %) of the combined voting power of the Company's then outstanding shares securities ordinarily (apart from rights accruing under special circumstances) having the right to vote at election of voting stock directors ("Voting Securities"), or comparable voting equity interests(b) individuals who constitute the Board on the Effective Date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least three-quarters of the surviving directors comprising the Incumbent Board (either by specific vote or acquiring entity resulting from by approval of the proxy statement of the Company in which such Business Combination (including such beneficial ownership of an entity that, person is named as a result nominee for director, without objection to such nomination) shall be, for purposes of this clause (b), considered as though such transactionperson were a member of the Incumbent Board, beneficially owns or (c) a recapitalization of the Company or all or substantially all of the Company’s assets occurs which results in either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50a decrease by 33% or more in the aggregate percentage ownership of the voting power of the outstanding voting stock Voting Securities held by Independent Shareholders (on a primary basis or comparable equity interests) of the surviving or acquiring entity (other than (1) on a direct or indirect parent entity of the surviving or acquiring entity, that, fully diluted basis after giving effect to the Business Combinationexercise of stock option and warrants) or an increase in the aggregate percentage ownership of Voting Securities held by non-Independent Shareholders (on a primary basis or on a fully diluted basis after giving effect to the exercise of stock options and warrants) to greater than 50%. For purposes of this provision, beneficially ownsthe term "Person" shall mean and include any individual, directly corporation, partnership, group, association or indirectlyother "person," as such term is used in Section 14(d) of the Exchange Act, 100% other than the Company, a subsidiary of the Company or any employee benefit plan(s) sponsored or maintained by the Company or an subsidiary thereof, and the term "Independent Shareholder" shall mean any shareholder of the Company except any employee(s) or director(s) of the Company or any employee benefit plans sponsored or maintained by the Company or any subsidiary thereof. For purposes of this Article 4., a "change in control of the Company" shall not be deemed to occur solely as the result of a spin-off, split-off or other distribution of the outstanding stock of R&B to the stockholders of the ultimate parent corporation controlling a majority of the voting stock (of R&B, or comparable equity interests) the merger of R&B's parent with Falcon Drilling Company, Inc., or the merger of R&B where R&B's parent ultimately retains controlling interest of the surviving or acquiring entity, or any merger where the parent of R&B is the surviving entity. Upon the occurrence of a change in control of the Company, R&B shall give written notice to BBPI of such occurrence and BBPI shall have the right and option, but not the obligation, for a period of ten (210) business day after receipt of such notice, to acquire the Participant Property from R&B as provided in the Participation Agreement. BBPI shall provide R&B written notice of its election hereunder and the failure of BBPI to make an election within the time frame established hereunder shall be deemed an election not to acquire the interest. The consideration for this conveyance shall be as set forth in the Participation Agreement ("Purchase Price"). The Purchase Price shall be paid in cash at the time of the passing of the act of sale, which shall occur at the offices of the BBPI within ten (101 business days of R&B's receipt of notification of BBPI's election to purchase. R&B shall convey the Property to BBPI, free and clear of any and all liens, mortgages, claims, security interests and encumbrances, overriding royalty interests, production payments or other burdens which may have been created by, through or under R&B and R&B shall further warrant that neither R&B nor any parent, subsidiary or affiliate of R&B during their respective periods of ownership has (A) executed any deed, conveyance, assignment or other instrument as an assignor, grantor, sublessor or in another capacity or (B) has breached any obligation under any Lease that would (i) result, now or in the future, in R&B's interest for any Lease being less than that set forth in Exhibit "A", attached hereto and made a part hereof for all purposes or (ii) obligate R&B, now or in the future, to bear the costs and expenses relating to the maintenance, development and operation of such Lease, in an amount greater than the working interest for such Lease, well or unit set forth in Exhibit "A", unless the net revenue interest attributable to said working interest is increased by a proportionate or greater amount. The assignment shall also be made with full substitution and subrogation to BBPI in and to all covenants, agreements, representations and warranties made by others heretofore given or made in connection with the Leases or any group part or portion thereof. Any notice provided or permitted to be given under this Option Agreement shall be in writing, and may be served by personal delivery, by depositing same in the mail, addressed to the party to be notified, postage prepaid, and registered or certified with a return receipt requested or by facsimile transmission. Notice deposited in the mail in the manner hereinabove described shall be deemed to have been given and received on the date of which the Participant is a member or delivery as shown of the return receipt. Notice served in any entity of which the Participant is an affiliate); or (iv) approval other manner shall be deemed to have been given and received only in and when actually received by the shareholders addressee. For purposes of a definitive agreement or plan notice, the addresses of the parties shall be as follows: R&B's Mailing Address: Reading & Bates Development Co. 901 Threadneedle, Suite 200 Houston, Texas 77070 Xxxxxxxxx: Xxxx X. Xxxxx Chief Operating Office Xxlephone: (281) 496-5000 Fax: (281) 496-0285 XXXX'x Xxiling Address: Xxxxxsh-Borneo Petroleum, Inc. 1201 Louisiana, Suite 3500 Houston, Texas 77002 Xxxxxxxxx: Xxxxx X. Xxxxxxx, Xx General Counsel Xxxxxxxxx: (713) 752-5619 Fax: (713) 650-1053 Xxxx xxxxx xxxll have the right, upox xxxxxx xxx (10) days prior notice to liquidate or dissolve the Companyother in the manner hereinabove provided, to change its address for purposes of notice.

Appears in 1 contract

Samples: Participation Agreement (R&b Falcon Corp)

Change in Control Defined. For purposes of this Agreement, a -------------------------- "change in control” control of the Company" shall mean the occurrence of any of the following: following events: (i) there shall be consummated (x) any consolidation, amalgamation, merger or other form of business combination of the Company, or to which the Company is a party, in which (I) the Company is not the continuing or surviving corporation or (II) where the Company is the continuing or surviving corporation, the Company's Ordinary Shares would be converted into cash, securities or other property, or the holders of the Company's Ordinary Shares immediately prior to the consolidation, amalgamation, merger or other form of business combination would represent less than a majority of the directors common stock or ordinary shares of the Company shall be persons surviving corporation immediately after the consolidation, amalgamation, merger or other than persons: A. for whose election proxies shall have been solicited form of business combination, or (y) any sale, lease, exchange or other transfer (excluding transfer by the Board way of Directors pledge or hypothecation), in one transaction or a series of related transactions, of all, or substantially all, of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors assets of the Company, voting together as a single class (ii) the “Voting Stock”shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, (iii) is acquired or beneficially owned any 'person' (as such term is defined in Rule 13d 3 promulgated Section 3(a)(9) or Section 13(d)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange '1934 Act')) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate 'group' (as defined such term is used in Rule 12(b)(2) 13d-5 promulgated under the Exchange 1934 Act), other than the Company or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the public; (iii) the consummation of a merger or consolidation any successor of the Company with or into another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all any subsidiary of the Company’s assets Company or a similar business combination any employee benefit plan of the Company or any subsidiary (each, a “Business Combination”including such plan's trustee), in each case unless, immediately following such Business Combination, (x) all or substantially all becomes a beneficial owner for purposes of Rule 13d-3 promulgated under the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own1934 Act, directly or indirectly, more than 50% of securities of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50representing 15.0% or more of the voting power Company's then outstanding securities having the right to vote in the election of Directors of the outstanding voting stock Company, or (or comparable equity interestsiv) during any period of two consecutive years, individuals who, at the beginning of such period constituted the entire Board of Directors of the surviving or acquiring entity Company (the 'Board', and such individuals being referred to as the 'Incumbent Directors'), cease for any reason (other than (1death) to constitute a direct or indirect parent entity majority of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% Directors of the outstanding voting stock (Company, unless the election, or comparable equity interests) the nomination for election, by the Company's shareholders, of each new Director of the surviving Company was approved by a vote of at least two-thirds of the Incumbent Directors (so long as such new Director was not nominated by a person who expressed an intent to effect a change in control of the Company or acquiring entity, engage in a proxy or (2other control contest) the Participant or any group of in which the Participant is a member or any entity of which the Participant is case such new Director shall be considered an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the CompanyIncumbent Director.

Appears in 1 contract

Samples: Employment Agreement (Triton Energy LTD)

Change in Control Defined. For purposes of this Agreement, a “change "Change in control” Control" shall mean any of the followingbe deemed to have taken place if: (i) a majority any "person" (as defined below) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the directors Corporation representing 30% or more of the Company shall be persons other than persons:total voting power represented by the Corporation's then outstanding voting securities; A. for whose election proxies shall have been solicited by (ii) a change in the composition of the Board of Directors of the Company or B. Corporation occurs, as a result of which fewer than two-thirds ( ) of the incumbent directors are directors who are then serving either (A) had been directors of the Corporation on the "look-back date" (as directors appointed by defined below) or (B) were elected, or nominated for election, to the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) 50% or more of the voting power Corporation with the affirmative votes of at least a majority of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors who had been directors of the Company, voting together as a single class (Corporation on the “Voting Stock”) is acquired or beneficially owned (as defined "look-back date" and who were still in Rule 13d 3 promulgated under office at the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) time of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, election or any entity of which the Participant is an affiliate (as defined in Rule 12(b)(2) promulgated under the Exchange Act), or (B) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the publicnomination; (iii) the consummation stockholders of the Corporation approve a merger or consolidation of the Company Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into another voting securities of the surviving entity, ) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or other disposition (in one transaction or a series of transactions) by the Corporation of all or substantially all of the Company’s assets or a similar business combination Corporation's assets. For purposes of paragraph (each, a “Business Combination”a)(i), the term "person" shall have the same meaning as when used in each case unless, immediately following such Business Combination, (xsections 13(d) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interestsand 14(d) of the surviving Exchange Act, but shall exclude (1) a trustee or acquiring entity resulting from such Business Combination (including such beneficial ownership of other fiduciary holding securities under an entity that, as a result of such transaction, beneficially owns the Company or all or substantially all employee benefit plan of the Company’s assets either Corporation or of a parent or subsidiary of the Corporation or (2) a corporation owned directly or through one indirectly by the stockholders of more subsidiaries), the Corporation in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately common stock of the Corporation. For purposes of paragraph (a)(ii), the term "look-back date" shall mean the later of (A) the date twenty-four (24) months prior to such Business Combination, the change in the composition of the Board and (yB) no personthe Effective Date. Any other provision of this Section 7(a) notwithstanding, entity or group beneficially owns, directly or indirectly, 50% or more the term "Change in Control" shall not include either of the voting power following events, if undertaken at the election of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.Corporation:

Appears in 1 contract

Samples: Employment Agreement (Oxford Health Plans Inc)