Common use of CHANGE IN CONTROL OF DST Clause in Contracts

CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if: (1) the Incumbent Directors cease for any reason to constitute at least seventy-five percent (75%) of the directors of DST then serving; (2) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than DST or any majority-owned subsidiary of DST, or an employee benefit plan of DST or of any majority-owned subsidiary of DST shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of DST representing twenty percent (20%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's then outstanding Voting Securities; provided, however, that a person's becoming such a beneficial owner shall not constitute a Change in Control if such person is party to an agreement that limits the ability of such person and its affiliates (as defined in Rule 12b-2 under the Exchange Act) to obtain and exercise control over the management and policies of DST; (3) a Reorganization Transaction is consummated, other than a Reorganization Transaction which results in the Voting Securities of DST outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the total voting power represented by the Voting Securities of such surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to the other Voting Securities were not altered in the Reorganization Transaction; or (4) the stockholders of DST approve a plan of complete liquidation of DST, other than in connection with a Reorganization Transaction. Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to Executive if, in advance of such event, Executive agrees in writing that such event shall not constitute a Change in Control. For purposes of this 7(d) and the definition of Change in Control, the following terms have the meaning set forth below:

CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "Change in ControlControl of DST" shall be deemed to have occurred if: if (1a) the Incumbent Directors cease for any reason to constitute at any time less than seventy-five percent (75%) of the members of the DST Board shall be individuals who were members of the DST Board on the date of this Agreement or individuals whose election, or nomination for election by DST's stockholders, was approved by a vote of at least seventy-five percent (75%) of the directors members of the DST Board then serving; still in office who were members of the DST Board on the date of this Agreement, or (2b) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")) other than DST or any majority-owned subsidiary of DST, or an employee benefit plan of DST or of any majority-owned subsidiary of DST shall have become become, according to a public announcement or filing, without the prior approval of the DST Board, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) ), directly or indirectly, of securities of DST representing twenty thirty percent (2030%) (forty percent (40%) with respect to Paragraph 7(c) hereof) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's then outstanding Voting Securitiesvoting securities (such "person" hereafter referred to as a "Major Stockholder"); provided, however, that a person's becoming such a beneficial owner shall not constitute a Change in Control if such person is party to an agreement that limits the ability of such person and its affiliates or (as defined in Rule 12b-2 under the Exchange Act) to obtain and exercise control over the management and policies of DST; (3) a Reorganization Transaction is consummated, other than a Reorganization Transaction which results in the Voting Securities of DST outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the total voting power represented by the Voting Securities of such surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to the other Voting Securities were not altered in the Reorganization Transaction; or (4c) the stockholders of DST approve shall have approved a plan merger, consolidation or dissolution of complete liquidation DST or a sale, lease, exchange or disposition of all or substantially all of DST's assets, other than in connection with a Reorganization Transaction. Notwithstanding the occurrence of unless any such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the foregoing events, a Change in Control shall not occur with respect to Executive if, in advance members of such event, Executive agrees in writing that such event shall not constitute a Change in Control. For purposes the DST Board who were either (i) members of the DST Board on the date of this 7(dAgreement or (ii) and elected or nominated by at least seventy-five percent (75%) of the definition members of Change the DST Board then still in Control, office who were members of the following terms have DST Board on the meaning set forth below:date of this Agreement.

CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if: (1) the Incumbent Directors cease for any reason to constitute at least seventy-five percent (75%) of the directors of DST then serving; (2) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than DST or any majority-owned subsidiary of DST, or an employee benefit plan of DST or of any majority-owned subsidiary of DST shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of DST representing twenty percent (20%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's then outstanding Voting Securities; provided, however, that a person's becoming such a beneficial owner shall not constitute a Change in Control if such person is party to an agreement that limits the ability of such person and its affiliates (as defined in Rule 12b-2 under the Exchange Act) to obtain and exercise control over the management and policies of DST; (3) a Reorganization Transaction is consummated, other than a Reorganization Transaction which results in the Voting Securities of DST outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the total voting power represented by the Voting Securities of such surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to the other Voting Securities were not altered in the Reorganization Transaction; or (4) the stockholders of DST approve a plan of complete liquidation of DST, other than in connection with a Reorganization Transaction. Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to Executive if, in advance of such event, Executive agrees in writing that such event shall not constitute a Change in Control. For purposes of this 7(d7(c) and the definition of Change in Control, the following terms have the meaning set forth below:

CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (1) the “Incumbent Directors Directors” (as defined below) cease for any reason to constitute at least seventy-five percent (75%) of the directors of DST then serving; (2) any "“person" ” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than DST or any majority-owned subsidiary of DST, or an employee benefit plan of DST or of any majority-owned subsidiary of DST shall have become the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of DST representing twenty percent (20%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's ’s then outstanding “Voting Securities” (as defined below); provided, however, that a person's ’s becoming such a beneficial owner shall not constitute a Change in Control if such person is party to an agreement that limits the ability of such person and its affiliates (as defined in Rule 12b-2 under the Exchange Act) to obtain and exercise control over the management and policies of DST; (3) a “Reorganization Transaction Transaction” (as defined below) is consummated, other than a Reorganization Transaction which results in the Voting Securities of DST outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the total voting power represented by the Voting Securities of such surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to the other Voting Securities were not altered in the Reorganization Transaction; or (4) the stockholders of DST approve a plan of complete liquidation of DST, other than in connection with a Reorganization Transaction. Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to Executive if, in advance of such event, Executive agrees in writing that such event shall not constitute a Change in Control. For purposes of this 7(d7(c) and the definition of Change in Control, the following terms have the meaning set forth below:

CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (1) the Incumbent Directors cease for any reason to constitute at least seventy-five percent (75%) of the directors of DST then serving; (2) any "“person" ” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than DST or any majority-owned subsidiary of DST, or an employee benefit plan of DST or of any majority-owned subsidiary of DST shall have become the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of DST representing twenty percent (20%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's ’s then outstanding Voting Securities; provided, however, that a person's ’s becoming such a beneficial owner shall not constitute a Change in Control if such person is party to an agreement that limits the ability of such person and its affiliates (as defined in Rule 12b-2 under the Exchange Act) to obtain and exercise control over the management and policies of DST; (3) a Reorganization Transaction is consummated, other than a Reorganization Transaction which results in the Voting Securities of DST outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the total voting power represented by the Voting Securities of such surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to the other Voting Securities were not altered in the Reorganization Transaction; or (4) the stockholders of DST approve a plan of complete liquidation of DST, other than in connection with a Reorganization Transaction. Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to Executive if, in advance of such event, Executive agrees in writing that such event shall not constitute a Change in Control. For purposes of this 7(d7(c) and the definition of Change in Control, the following terms have the meaning set forth below:

CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if: (1a) the Incumbent Directors cease for any reason to constitute at least seventy-five percent (75%) of the directors of DST then serving; (2b) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")) other than DST or any majority-owned subsidiary of DST, or an employee benefit plan of DST or of any majority-owned subsidiary of DST shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of DST representing twenty percent (20%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's then outstanding Voting Securities; provided, however, that a person's becoming such a beneficial owner shall not constitute a Change in Control if such person is party to an agreement that limits the ability of such person and its affiliates (as defined in Rule 12b-2 under the Exchange Act) to obtain and exercise control over the management and policies of DST; (3c) a Reorganization Transaction is consummated, other than a Reorganization Transaction which results in the Voting Securities of DST outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the total voting power represented by the Voting Securities of such surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to the other Voting Securities were not altered in the Reorganization Transaction; or (4d) the stockholders of DST approve a plan of complete liquidation of DST, other than in connection with a Reorganization Transaction. Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to Executive Employee if, in advance of such event, Executive Employee agrees in writing that such event shall not constitute a Change in Control. For purposes of this 7(d) and the definition of Change in Controldefinition, the following terms have the meaning set forth below:

CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred if: (1a) the Incumbent Directors cease for any reason to constitute at least seventy-five percent (75%) of the directors of DST then serving; (2b) any "“person" ” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than DST or any majority-owned subsidiary of DST, or an employee benefit plan of DST or of any majority-owned subsidiary of DST shall have become the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of DST representing twenty percent (20%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's ’s then outstanding Voting Securities; provided, however, that a person's ’s becoming such a beneficial owner shall not constitute a Change in Control if such person is party to an agreement that limits the ability of such person and its affiliates (as defined in Rule 12b-2 under the Exchange Act) to obtain and exercise control over the management and policies of DST; (3c) a Reorganization Transaction is consummated, other than a Reorganization Transaction which results in the Voting Securities of DST outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the total voting power represented by the Voting Securities of such surviving entity outstanding immediately after the Reorganization Transaction, if the voting rights of each Voting Security relative to the other Voting Securities were not altered in the Reorganization Transaction; or (4d) the stockholders of DST approve a plan of complete liquidation of DST, other than in connection with a Reorganization Transaction. Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to Executive Employee if, in advance of such event, Executive Employee agrees in writing that such event shall not constitute a Change in Control. For purposes of this 7(d) and the definition of Change in Controldefinition, the following terms have the meaning set forth below: