Change in Control Defined. “Change in Control” means, and shall be deemed to have occurred if, on or after the Effective Date, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities, (ii) during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assets.
Appears in 6 contracts
Samples: Employment Agreement (Exact Sciences Corp), Employment Agreement (Exact Sciences Corp), Employment Agreement (Exact Sciences Corp)
Change in Control Defined. A “Change in Control” means, and shall be deemed to have occurred if, on or occur upon the earliest to occur after the Effective Date, date of this Agreement of any of the following events;
(ia) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”)) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company Corporation representing more than fifty percent (50%) of the total voting power represented by the CompanyCorporation’s then then-outstanding voting securities, ;
(iib) during any twelve (12)-month period, individuals who at The consummation of the beginning of such period constitute the Board and any new director whose election sale or disposition by the Board Corporation of all or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) substantially all of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, Corporation’s assets;
(iiic) the The consummation of a merger or consolidation of the Company Corporation with or into any other corporation entity, other than a merger or consolidation that which would result in the voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entityentity or its parent) at least more than fifty percent (50%) of the total voting power represented by the voting securities of the Company Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation consolidation; or
(d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (ivor nomination for election) of any new Board member was approved or recommended by a majority vote of the sale members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or disposition to create a holding company that will be owned in substantially the same proportions by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of persons who held the CompanyCorporation’s assetssecurities immediately before such transaction.
Appears in 6 contracts
Samples: Employment Agreement (Humanigen, Inc), Employment Agreement, Employment Agreement (Humanigen, Inc)
Change in Control Defined. “No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a "Change in Control” means, and of the Company shall be deemed to have occurred if, on or after the Effective Date, :
(ia) Change in Share Ownership—any “person” ("Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act") or group acting in concert, (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company acting in such capacity or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent of either (50%i) the then outstanding shares of common stock of the total Company or (ii) the combined voting power represented by of the Company’s 's then outstanding voting securities, ;
(iib) Change in Board Membership—during any twelve period of two consecutive years (12)-month periodnot including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), (d) or (e) of this Section 2) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least two two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assets.;
Appears in 3 contracts
Samples: Change in Control Agreement (Columbus McKinnon Corp), Change in Control Agreement (Audubon Europe S a R L), Change in Control Agreement (Columbus McKinnon Corp)
Change in Control Defined. For purposes of this Agreement, a “Change in Control” meansmeans any one or more of the following events:
(1) When the individuals who, and shall be deemed at the beginning of any period of two years or less, constituted the Board cease, for any reason, to have occurred ifconstitute at least a majority thereof unless the election or nomination for election of each new director was approved by the vote of at least two thirds of the directors then still in office who were directors at the beginning of such period;
(2) A change of control of the Parent or the Company through a transaction or series of transactions, on or after the Effective Date, (i) such that any “person” person (as such that term is used in Sections 13(d) Section 13 and 14(d14(d)(2) of the Securities Exchange Act of 19341934 (1934 Act”)), as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan excluding affiliates of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders as of the Company Effective Date, is or becomes the beneficial owner (as that term is used in substantially the same proportions as their ownership of stock Section 13(d) of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), 1000 Xxx) directly or indirectly, of securities of the Parent representing 20% or more of the combined voting power of the Parent’s then outstanding securities or securities of the Company representing more than fifty percent (50%) a majority of the total combined voting power represented by of the Company’s then outstanding voting securities;
(3) Any merger, (ii) during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board consolidation or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) liquidation of the directors then still Parent in office who either were directors at which the beginning of Parent is not the period continuing or whose election surviving company or nomination for election was previously so approvedpursuant to which stock would be converted into cash, cease for any reason to constitute a majority thereofsecurities or other property, (iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting securities of the Company outstanding Parent in which the holders of the shares of stock immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities before the merger have the same proportionate ownership of common stock of the surviving entitycompany immediately after the merger;
(4) at least fifty percent Any merger, consolidation or liquidation of Company with non-affiliated parties in which the Company is not the continuing or surviving company or pursuant to which Company’s stock would be converted into cash, securities or other property;
(50%5) The shareholders of the total voting power represented by Parent or Company approve any plan or proposal for the voting securities liquidation or dissolution of Parent or the Company or such surviving entity outstanding immediately after such merger or consolidation or Company; or
(iv6) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially Substantially all of the Company’s assetsassets of the Parent or Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Code) in which Company is a member at the Relevant Date.
Appears in 3 contracts
Samples: Employment Agreement (Insight Enterprises Inc), Employment Agreement (Insight Enterprises Inc), Employment Agreement (Insight Enterprises Inc)
Change in Control Defined. “For purposes of this Agreement, a "Change in Control” means" of the Bank or Company shall mean a Change in Control of 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 0000 (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 if, on or after the Effective Date, at such time as (ia) any “"person” " (as such the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedAct) is or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more than fifty percent (50%) of the total combined voting power represented 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 then outstanding voting securitiesBoard of Directors on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, (ii) during provided that any twelve (12)-month period, individuals who at person becoming a director subsequent to the beginning of such period constitute the Board and any new director date hereof whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) three-quarters of the directors then still in office who either were directors at comprising the beginning of the period Incumbent Board, or whose election or nomination for election by the Company's stockholders was previously so approvedapproved by the same Nominating Committee serving under an Incumbent Board, cease shall be, for any reason to constitute purposes of this clause (b), considered as though he were a majority thereofmember 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 (iiid) a proxy statement soliciting proxies from stockholders of the consummation 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 or similar transaction with any other corporation other than one or more corporations or financial institutions, and as a result such proxy solicitation a plan of reorganization, merger consolidation or consolidation that would result in similar transaction involving the Company is approved by the requisite vote of the Company’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding and the shareholders owning beneficially or by being converted into voting securities of record 25% or more of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting outstanding securities of the Company have tendered or offered to sell their shares pursuant to such surviving entity outstanding immediately after tender offer and such merger or consolidation or (iv) the sale or disposition tendered shares have been accepted by the Company of (tender offeror. Notwithstanding anything to the contrary herein, a “Change in one (1) transaction or a series of related transactions) all or substantially all Control” of the Company’s assetsBank or the Company shall not be deemed to have occurred in the event of a conversion of Pathfinder Bancorp, MHC to stock holding company form.
Appears in 3 contracts
Samples: Change in Control Agreement (Pathfinder Bancorp Inc), Change in Control Agreement (Pathfinder Bancorp Inc), Change in Control Agreement (Pathfinder Bancorp Inc)
Change in Control Defined. For purposes of this Agreement, “Change in Control” means, and of the Company or the Bank shall be deemed to have occurred if, on or after the Effective Date, if and when:
(i) any “person” (as such term is used a change in Sections 13(d) and 14(dcontrol of the Company occurs, of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended) amended (“Exchange Act”), or group acting in concertany successor thereto, other than a trustee whether or other fiduciary holding securities under an employee benefit plan not any security of the Company acting is registered under Exchange Act; provided that, without limitation, such a Change in such capacity Control shall be deemed to have occurred if any person is or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more than fifty percent (50%) of the total combined voting power represented by of the Company’s then outstanding voting securities, ;
(ii) during any twelve (12)-month periodperiod of two consecutive years, individuals (the “Continuing Directors”) who at the beginning of such period constitute the Board and board of directors (the “Existing Board”) of the Company cease for any new director reason to constitute at least two-thirds thereof, provided that any individual whose election by the Board or nomination for election by as a member of the Company’s stockholders Existing Board was approved by a vote of at least two two-thirds (2/3) of the directors Continuing Directors then still in office who either were directors at shall be considered a Continuing Director unless her or his initial assumption of office occurs as a result of an actual or threatened contest with respect to the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute removal of directors or other actual or threatened solicitation of proxies by or on behalf of someone other than a majority thereof, Continuing Director;
(iii) the consummation Company or the Bank transfers substantially all of a merger its assets to another corporation or consolidation entity which is not an affiliate of the Company with or the Bank;
(iv) any other corporation person other than the Company acquires ownership, holding or the power to vote 25% or more of the combined voting power of the Bank;
(v) the Company or the Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty consolidation, less than sixty percent (5060%) of the total combined voting power represented in the surviving or resulting corporation is owned by the voting securities former shareholders of the Company or such surviving entity outstanding immediately after such merger or consolidation or the Bank; or
(ivvi) a change in the sale or disposition by ownership of the Company or the Bank, a change in the effective control of (in one (1) transaction the Company or the Bank or a series change in the ownership of related transactions) all a substantial portion of the assets of the Company or substantially all the Bank, in each case as provided under Section 409A of the Code . In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company’s assets, the Bank or a subsidiary of either of them, by the Company, the Bank, any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 5, the term “person” shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.
Appears in 2 contracts
Samples: Employment Agreement (HV Bancorp, Inc.), Employment Agreement (HV Bancorp, Inc.)
Change in Control Defined. “For purposes of this Agreement, a "Change in Control” means, and " of the Company shall be deemed to have occurred if, on or after if at any time during the Effective Date, term any of the following events shall occur:
(i) any “person” The Company is merged or consolidated with another corporation and immediately thereafter less than eighty percent (as such term is used in Sections 13(d) and 14(d80%) of the outstanding voting securities of the surviving or resulting corporation are voting securities of the Company outstanding immediately prior to such merger or consolidation, or are voting securities issued in exchange for such voting securities of the Company as a result of the merger or consolidation;
(ii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor scheduled, form or report) each as promulgated pursuant to the Securities and Exchange Act of 1934, as amendedamended ("Exchange Act") disclosing the acquisition of twenty percent (20%) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan more of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders voting stock of the Company in substantially a transaction or series of transactions by any person (as the same proportions as their ownership of stock term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Exchange Act);
(iii) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(a) of Schedule 14A thereunder (or any similar items of successor schedules, directly form or indirectly, of securities reports) that a Change in Control of the Company representing more than fifty percent has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or
(50%iv) During any period of the total voting power represented by the Company’s then outstanding voting securities, twenty-four (ii24) during any twelve (12)-month periodconsecutive months, individuals who at the beginning of any such period constitute the Board and directors of the Company cease for any new director whose election by reason to constitute at least a majority thereof unless the Board election, or the nomination for election by the Company’s stockholders 's shareholders, of each new director of the Company was approved by a vote of at least two two-thirds (2/3) of the directors of the Company then still in office who either were directors of the Company at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assetsperiod.
Appears in 2 contracts
Samples: Indemnification Agreement (Corrpro Companies Inc /Oh/), Indemnification Agreement (Corrpro Companies Inc /Oh/)
Change in Control Defined. “Change in Control” means, and shall be deemed to have occurred if, on or after the Effective Date, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities, (ii) during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of Exact Sciences Corporation’s assets or (v) Exact Sciences Corporation and its Affiliates are no longer the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s assetsthen outstanding voting securities.
Appears in 2 contracts
Samples: Employment Agreement (Exact Sciences Corp), Employment Agreement (Exact Sciences Corp)
Change in Control Defined. For purposes of this Agreement, a “Change in Control” means, and of the Company shall be deemed to have occurred if, on or after the Effective Date, mean:
(i) the acquisition by any “person” individual, entity or group (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or group acting (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in concertthe election of directors (the “Outstanding Company Voting Securities”); provided, other than however, that, for purposes of this definition, the following acquisitions shall not constitute a trustee or other fiduciary holding securities under an Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company, or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections (iii)(A), (iii)(B) and (iii)(C) of this definition;
(ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual 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 a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(iii) consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company acting or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such capacity Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation owned that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or indirectly by the stockholders of the Company through one or more subsidiaries) in substantially the same proportions as their ownership of stock immediately prior to such Business Combination of the CompanyOutstanding Company Common Stock and the Outstanding Company Voting Securities, becomes as the “beneficial owner” case may be, (as defined in Rule 13d-3 under said Act)B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv) approval by the shareholders of the Company representing more than fifty percent (50%) of a complete liquidation or dissolution of the total voting power represented by Company. Notwithstanding anything to the Company’s then outstanding voting securitiescontrary in this Agreement, (iiA) during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still no Change in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation Control of the Company with shall be deemed to have occurred for purposes of this Agreement as a result of any other corporation other than a merger agreement, transaction or consolidation that would result in the voting securities Business Combination involving solely shareholders of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities who are descendants of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities E. T. Xxxxxxxx, founder of the Company or trusts for the benefit of such surviving entity outstanding immediately after individuals or entities, the voting power of which is controlled by such merger or consolidation or Persons (ivthe “Xxxxxxxx Shareholders”) so long as the sale or disposition by Xxxxxxxx Shareholders continue to own more than 50% of the Outstanding Company Voting Securities following such transaction and (B) no transaction pursuant to clause (i) of this definition shall constitute a Change in Control of the Company of (in one (1) transaction or a series of related transactions) all or substantially all so long as the Xxxxxxxx Shareholders own more than 50% of the Company’s assetsOutstanding Company Voting Securities immediately following such transaction, unless and until the Xxxxxxxx Shareholders own 50% or less of the Outstanding Company Voting Securities while the Person making the acquisition under clause (i) of the definition continues to own 20% or more of the Outstanding Company Voting Securities or the Outstanding Company Common Stock.
Appears in 2 contracts
Samples: Severance Agreement (Meredith Corp), Severance Agreement (Meredith Corp)
Change in Control Defined. “A "Change in Control” means, and " shall be deemed to have occurred if, on or after the Effective Date, (i) occurred:
a. upon any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended1934 (the "Exchange Act") or group acting in concert, (other than a any trustee or other fiduciary holding securities under an any employee benefit plan of the Company acting in such capacity Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company), becomes becoming the “beneficial owner” owner (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty twenty-five percent (5025%) or more of the total combined voting power represented by of the Company’s 's then outstanding voting securities;
b. if, (ii) during any twelve (12)-month periodperiod of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c) or (d) of this Subsection or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Directors of the Company) whose election by the Board of Directors or nomination for election by the Company’s 's stockholders was approved by a vote of at least two two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) of the consummation Board of a Directors;
c. upon the merger or consolidation of the Company with any other corporation corporation, other than a merger or consolidation that which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least more than fifty percent (50%) of the total combined voting power represented by of the voting securities of the Company or such surviving entity (which entity shall thereafter be the "Company" as defined herein) outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (ivother than those covered by the exceptions in (a) above) acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change of Control of the Company; or
d. if the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assets's assets other than the sale of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.
Appears in 1 contract
Samples: Employment Agreement (Sento Corp)
Change in Control Defined. A “Change in Control” means, and shall be deemed to have occurred if, on or occur upon the earliest to occur after the Effective Date, date of this Agreement of any of the following events;
(ia) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”)) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company Corporation representing more than fifty percent (50%) of the total voting power represented by the CompanyCorporation’s then then- outstanding voting securities, ;
(iib) during any twelve (12)-month period, individuals who at The consummation of the beginning of such period constitute the Board and any new director whose election sale or disposition by the Board Corporation of all or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) substantially all of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, Corporation’s assets;
(iiic) the The consummation of a merger or consolidation of the Company Corporation with or into any other corporation entity, other than a merger or consolidation that which would result in the voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entityentity or its parent) at least more than fifty percent (50%) of the total voting power represented by the voting securities of the Company Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation consolidation; or
(d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (ivor nomination for election) of any new Board member was approved or recommended by a majority vote of the sale members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or disposition to create a holding company that will be owned in substantially the same proportions by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of persons who held the CompanyCorporation’s assetssecurities immediately before such transaction.
Appears in 1 contract
Samples: Employment Agreement
Change in Control Defined. “For purposes of this Agreement, a "Change in Control” means" of the Company shall mean: the acquisition by any individual, and shall be deemed to have occurred if, on entity or after group (within the Effective Date, (imeaning of Section 13(d)(3) any “person” (as such term is used in Sections 13(d) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or group acting (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in concertthe election of directors (the "Outstanding Company Voting Securities"); provided, other than however, that, for purposes of this definition, the following acquisitions shall not constitute a trustee or other fiduciary holding securities under an Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections (iii)(A), (iii)(B) and (iii)(C) of this definition; individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual 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 a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company acting or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such capacity Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation owned that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or indirectly by the stockholders of the Company through one or more subsidiaries) in substantially the same proportions as their ownership of stock immediately prior to such Business Combination of the CompanyOutstanding Company Common Stock and the Outstanding Company Voting Securities, becomes as the “beneficial owner” case may be, (as defined in Rule 13d-3 under said Act)B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or approval by the shareholders of the Company representing more than fifty percent (50%) of a complete liquidation or dissolution of the total voting power represented by Company. Notwithstanding anything to the Company’s then outstanding voting securitiescontrary in this Agreement, (iiA) during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still no Change in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation Control of the Company with shall be deemed to have occurred for purposes of this Agreement as a result of any other corporation other than a merger agreement, transaction or consolidation that would result in the voting securities Business Combination involving solely shareholders of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities who are descendants of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities X. X. Xxxxxxxx, founder of the Company or trusts for the benefit of such surviving entity outstanding immediately after individuals or entities, the voting power of which is controlled by such merger or consolidation or Persons (ivthe "Xxxxxxxx Shareholders") so long as the sale or disposition by Xxxxxxxx Shareholders continue to own more than 50% of the Outstanding Company Voting Securities following such transaction and (B) no transaction pursuant to clause (i) of this definition shall constitute a Change in Control of the Company of (in one (1) transaction or a series of related transactions) all or substantially all so long as the Xxxxxxxx Shareholders own more than 50% of the Company’s assetsOutstanding Company Voting Securities immediately following such transaction, unless and until the Xxxxxxxx Shareholders own 50% or less of the Outstanding Company Voting Securities while the Person making the acquisition under clause (i) of the definition continues to own 20% or more of the Outstanding Company Voting Securities or the Outstanding Company Common Stock.
Appears in 1 contract
Samples: Severance Agreement (Meredith Corp)
Change in Control Defined. For purposes of this Agreement, the term “Change in Control” means, and shall be deemed to have occurred if, on or after the Effective Date, earliest of the following dates:
(i) the date any “person” person or group of persons (as such term is used defined in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934Act) together with its affiliates, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an excluding employee benefit plan plans of the Company acting in such capacity and its Affiliates, is or a corporation owned becomes, directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companyindirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under said the Exchange Act), directly or indirectly, ) of securities of the Company representing more than fifty twenty percent (5020%) or more of the total combined voting power represented by of the Company’s then outstanding voting securitiessecurities (excluding the acquisition of securities of the Company by an entity at least eighty percent (80%) of the outstanding voting securities of which are, directly or indirectly, beneficially owned by the Company); or
(ii) during the date when, as a result of a tender offer or exchange offer for the purchase of securities of the Company (other than such an offer by the Company for its own securities), or as a result of a proxy contest, merger, share exchange, consolidation or sale of assets, or as a result of any twelve (12)-month periodcombination of the foregoing, individuals who who, at the beginning of such any two- (2) year period during the duration of the Agreement, constitute the Board and any of Directors of the Company (“Company Board”), plus new director directors whose election by the Board or nomination for election by the Company’s stockholders was shareholders is approved by a vote of at least two two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approvedsuch two- (2-) year period, cease for any reason during such two- (2) year period to constitute a majority thereof, at least two-thirds (2/3) of the members of such Company Board; or
(iii) the consummation of date a merger merger, share exchange or consolidation of the Company with any other corporation or entity is consummated regardless of which entity is the survivor, other than a merger merger, share exchange or consolidation that which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) at least fifty percent (50%) of the total combined voting power represented by of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger merger, share exchange or consolidation or consolidation; or
(iv) the date the shareholders of the Company approve a plan of complete liquidation or winding-up of the Company; or
(v) the date a sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assetsassets is consummated. To the extent necessary to comply with Code Section 409A, a Change in Control will be deemed to have occurred only if the event also constitutes a change in the effective ownership or effective control of the Company or the Bank, as applicable, or a change in the ownership of a substantial portion of the assets of the Company or the Bank, as applicable, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5).
Appears in 1 contract
Samples: Employment Agreement (Orange County Bancorp, Inc. /DE/)
Change in Control Defined. A “Change in Control” means, and shall be deemed to have occurred if, on or occur upon the earliest to occur after the Effective Date, date of this Agreement of any of the following events;
(ia) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”)) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then then-outstanding voting securities, ;
(iib) during any twelve (12)-month period, individuals who at The consummation of the beginning of such period constitute the Board and any new director whose election sale or disposition by the Board Company of all or nomination for election by substantially all of the Company’s stockholders was approved by a vote of at least two thirds assets;
(2/3c) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the The consummation of a merger or consolidation of the Company with or into any other corporation entity, other than a merger or consolidation that which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entityentity or its parent) at least more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) consolidation. Notwithstanding anything contained herein to the sale or disposition by contrary, to the Company of (extent required in one (1) order to avoid accelerated taxation, a transaction or shall not constitute a series of related transactions) all or substantially all Change in Control if its sole purpose is to change the state of the Company’s assetsor to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s voting securities immediately before such transaction or in any case of investments by the Company in affiliates or related entities, including entities owned or controlled (in part or in total) by other persons having high level responsibilities for the Company (as employees or Chief Business Officer and General Counsel s or otherwise).
Appears in 1 contract
Samples: Consulting Services Agreement (Vector Therapeutics, Inc.)
Change in Control Defined. “For purposes of this Agreement, a "Change in Control” means, " and "Potential Change in Control" shall be defined as follows:
A " Change in Control" shall be deemed to have occurred if, on in any or after all of the Effective Date, following instances:
(i1) any “Any "person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s 's then outstanding voting securities, Voting Securities (iias defined below); or
(2) during During any twelve (12)-month periodperiod of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Company and any new director whose election by the Board of Directors or nomination for election by the Company’s 's stockholders was approved by a vote of at least two two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, ; or
(iii3) the consummation The stockholders of Company approve a merger or consolidation of the Company with any other corporation corporation, other than a merger or consolidation that which would result in the voting securities Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities Voting Securities of the surviving entity) at least fifty percent (50%) 80% of the total voting power represented by the voting securities Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assets.consolidation; or
Appears in 1 contract
Samples: Employment Agreement (Pulte Corp)
Change in Control Defined. “For purposes of this Agreement, a "Change in Control” means, and " shall be deemed to have occurred taken place if, on or after the Effective Date, :
(i) any “"person” " (as such term defined below) is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the Company Corporation representing 30% or more than fifty percent (50%) of the total voting power represented by the Company’s Corporation's then outstanding voting securities, ;
(ii) during any twelve (12)-month period, individuals who at a change in the beginning composition of such period constitute the Board and any new director whose election by of Directors of the Board or nomination for election by the Company’s stockholders was approved by Corporation occurs, as a vote result of at least two which fewer than two-thirds (2/3) of the incumbent directors then are directors who either (A) had been directors of the Corporation on the "look-back date" or (B) were elected, or nominated for election, to the Board of Directors of the Corporation 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 who either were directors at the beginning time of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, nomination;
(iii) the consummation stockholders of the Corporation approve a merger or consolidation of the Company Corporation with any other corporation corporation, other than a merger or consolidation that which would result in the voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) 80% of the total voting power represented by the voting securities of the Company Corporation or such surviving entity outstanding immediately after such a merger or consolidation 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 disposition by the Company Corporation of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s Corporation's assets.
Appears in 1 contract
Change in Control Defined. “As used in this Agreement, the term "Change in Control” means, and shall be deemed to have occurred if, on or after " means any of the Effective Date, following:
(i) any “"person” " (as such term is used in Sections for purposes of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, 1934 (the "Exchange Act") as amended) or group acting in concerteffect on the date hereof), other than Leesport, a trustee subsidiary of Leesport, or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity Leesport or a corporation owned subsidiary of Leesport (including a related trust), becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly by of securities of Leesport representing more than 24.9% of (A) the stockholders combined voting power of Leesport's then outstanding stock and securities or (B) the aggregate number of shares of Leesport's then outstanding common stock;
(ii) the occurrence of a sale of all or substantially all of the Company in substantially assets of Leesport or the same proportions as their ownership Bank to an entity which is not a direct or indirect subsidiary of stock Leesport;
(iii) the occurrence of a reorganization, merger, consolidation or similar transaction involving Leesport, unless (A) the shareholders of Leesport immediately prior to the consummation of any such transaction initially thereafter own securities representing at least a majority of the Companyvoting power of the surviving or resulting corporation and (B) the directors of Leesport immediately prior to the consummation of such transaction initially thereafter represent at least a majority of the directors of the surviving or resulting corporation;
(iv) a plan of liquidation or dissolution, other than pursuant to bankruptcy or insolvency, is adopted for Leesport or the Bank;
(v) during any period of two consecutive years, individuals who, at the beginning of such period, constituted the Board of Directors of Leesport cease to constitute the majority of such Board (unless the election of each new director was expressly or by implication approved by a majority of the Board members who were still in office and who were directors at the beginning of such period); and
(vi) the occurrence of any other event which is irrevocably designated as a "change in control" for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of Leesport. Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if a person becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of stock and securities of the Company representing more than fifty percent (50%) 24.9% of the total combined voting power represented by the Company’s of Leesport's then outstanding stock and securities or the aggregate number of shares of Leesport's then outstanding common stock solely as a result of an acquisition by Leesport of its stock or securities which, by reducing the number of securities or stock outstanding, increases the proportionate number of securities or stock beneficially owned by such person; provided, however, that if a person becomes the beneficial owner of more than 24.9% of the combined voting securities, (ii) during any twelve (12)-month period, individuals who at power of stock and securities or the beginning aggregate number of shares of common stock by reason of such period constitute acquisition and thereafter becomes the Board and beneficial owner, directly or indirectly, of any new director whose election additional voting stock or securities or common stock (other than by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger stock split, stock dividend or consolidation of the Company with any other corporation other than similar transaction), then a merger or consolidation that would result Change in the voting securities of the Company outstanding immediately prior thereto continuing Control will thereupon be deemed to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assetshave occurred.
Appears in 1 contract
Samples: Change in Control Agreement (Leesport Financial Corp)
Change in Control Defined. A “Change in Control” means, and shall be deemed to have occurred if, on or occur upon the earliest to occur after the Effective Date, date of this Agreement of any of the following events;
(ia) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”)) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then then-outstanding voting securities, ;
(iib) during any twelve (12)-month period, individuals who at The consummation of the beginning of such period constitute the Board and any new director whose election sale or disposition by the Board Company of all or nomination for election by substantially all of the Company’s stockholders was approved by a vote of at least two thirds assets; or
(2/3c) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the The consummation of a merger or consolidation of the Company with or into any other corporation entity, other than a merger or consolidation that which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entityentity or its parent) at least more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) consolidation. Notwithstanding anything contained herein to the sale or disposition by contrary, to the Company of (extent required in one (1) order to avoid accelerated taxation, a transaction or shall not constitute a series of related transactions) all or substantially all Change in Control if its sole purpose is to change the state of the Company’s assetsor to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s voting securities immediately before such transaction or in any case of investments by the Company in affiliates or related entities, including entities owned or controlled (in part or in total) by other persons having high level responsibilities for the Company (as employees or consultants or otherwise).
Appears in 1 contract
Change in Control Defined. “Change in Control” means, and shall be deemed to have occurred if, on or after the Effective Date, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities, (ii) during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s and its subsidiaries’ assets.
Appears in 1 contract
Change in Control Defined. A “Change in Control” means, and shall be deemed to have occurred if, on or occur upon the earliest to occur after the Effective Date, date of this Agreement of any of the following events;
(ia) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”)) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then then-outstanding voting securities, ;
(iib) during any twelve (12)-month period, individuals who at The consummation of the beginning of such period constitute the Board and any new director whose election sale or disposition by the Board Company of all or nomination for election by substantially all of the Company’s stockholders was approved by a vote of at least two thirds assets; or
(2/3c) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the The consummation of a merger or consolidation of the Company with or into any other corporation entity, other than a merger or consolidation that which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entityentity or its parent) at least more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or consolidation.
(ivd) Notwithstanding anything contained herein to the sale or disposition by contrary, to the Company of (extent required in one (1) order to avoid accelerated taxation, a transaction or shall not constitute a series of related transactions) all or substantially all Change in Control if its sole purpose is to change the state of the Company’s assetsincorporation or to create a holding company that will be owned in substantially the same proportions by the persons/entities who held the Company’s voting securities immediately before such transaction or in any case of investments by the Company in affiliates or related entities, including entities owned or controlled (in part or in total) by other persons having high level responsibilities for the Company (as employees or consultants or otherwise).
Appears in 1 contract
Change in Control Defined. A “Change in Control” means, and shall be deemed to have occurred if, on or after the Effective Date, (i) occurred:
a. upon any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended1934 (the “Exchange Act”) or group acting in concert, (other than a any trustee or other fiduciary holding securities under an any employee benefit plan of the Company acting in such capacity Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company), becomes becoming the “beneficial owner” owner (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty twenty-five percent (5025%) or more of the total combined voting power represented by of the Company’s then outstanding voting securities;
b. if, (ii) during any twelve (12)-month periodperiod of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c) or (d) of this Subsection or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Directors of the Company) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) of the consummation Board of a Directors;
c. upon the merger or consolidation of the Company with any other corporation corporation, other than a merger or consolidation that which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least more than fifty percent (50%) of the total combined voting power represented by of the voting securities of the Company or such surviving entity (which entity shall thereafter be the “Company” as defined herein) outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (ivother than those covered by the exceptions in (a) above) acquires more than twenty-five percent (25%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change of Control of the Company; or
d. if the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s assetsassets other than the sale of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.
Appears in 1 contract
Samples: Employment Agreement (Sento Corp)
Change in Control Defined. “No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a "Change in Control” means, and " of the Company shall be deemed to have occurred if, on or after the Effective Date, : (ia) Change in Share Ownership—any “person” ("Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act") or group acting in concert, (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company acting in such capacity or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent of either (50%i) the then outstanding shares of common stock of the total Company or (ii) the combined voting power represented by of the Company’s 's then outstanding voting securities, ; (iib) Change in Board Membership—during any twelve period of two consecutive years (12)-month periodnot including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), (d) or (e) of this Section 2) whose election by the Board or nomination for election by the Company’s 's stockholders was approved by a vote of at least two two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (c) Reorganization Changing Share Ownership—the stockholders of the Company approve a reorganization, (iii) the consummation of a merger or consolidation of the Company with any other corporation entity, other than (i) a reorganization, merger or consolidation that which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty more than sixty percent (5060%) of the total combined voting power represented by of the voting securities of the Company or such surviving entity outstanding immediately after such reorganization, merger or consolidation or (ivii) the sale a reorganization, merger or disposition by consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as herein above defined) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the Company's then outstanding voting securities; (in one (1d) transaction Disposition of Substantially All Company Assets—any Person or a series of related transactions) Persons acquire all or substantially all of the assets of the Company’s assets., whether in a single transaction or series of transactions; or (e)
Appears in 1 contract
Samples: Change in Control Agreement (Columbus McKinnon Corp)