Common use of CHANGE IN CONTROL OF THE CORPORATION Clause in Contracts

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (iv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limited.

CHANGE IN CONTROL OF THE CORPORATION. (a) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, ) whether or not any class of securities of the Corporation is registered under the Exchange Actthen subject to such reporting requirement; provided that without limitation, such a change in control shall be deemed to have occurred if: (iiii) any "person" (as such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Xxxxxxx Xxxxxx or other fiduciary holding securities under an employee benefit plan any member of his family (the Corporation"Xxxxxx Family"), is or becomes the "beneficial owner" ' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; or (ivii) during any period of three two (2) consecutive years, years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board of Directors of and any new director(s) whose election by the Corporation cease for any reason to constitute at least a majority thereof unless the election, Board or the nomination for election by stockholders, of each new director the Corporation's shareholders 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. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx period or by BIL Securities (Offshore) Limited.whose election or nomination for election was previously so approved; or

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporationfollowing: (i) the acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event that would be required to be reported in response to Item 1(aI (a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than but excluding any person who on the date hereof is a trustee director or other fiduciary holding securities under an employee benefit plan officer of the Corporation, ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2520% or more of the combined voting power of the Corporation's then outstanding securities; (iv) the stockholders of the Corporation approve (or, in the event no approval of the Corporation's stockholders is required, the Corporation consummates) a merger, consolidation, share exchange, division or other reorganization or transaction involving the Corporation (a "Fundamental Transaction") with any other corporation or entity, other than a Fundamental Transaction which results in both (a) the voting securities of the 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 60% of the combined voting power of the surviving entity immediately after such Fundamental Transaction, and (b) the members of the Board of Directors of the Corporation immediately prior thereto continuing to represent at least 60% of the members of the Board of Directors of the surviving entity; or (ivv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limited.a

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (iiii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Perfumania, Inc., the Executive or other fiduciary holding securities under an employee benefit plan of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ivii) during any period of three twenty-four consecutive yearsmonths, individuals who who, at the beginning of such period constitute the Corporation's Board of Directors of the Corporation Directors, cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "To the extent that Employer undergoes a Change in Control of the Corporation" , all items under Section 5 (including salary, stock plan, insurance coverage, automobile allowance, and any other unexercised options), shall be deemed to occur with respect to purchases of additional shares doubled for the greater of the Corporationduration of this Agreement or 24 months. All unvested stock options granted to Executive shall immediately vest upon termination of Executive's Common Stock by the Trustees employment under Section 6 (a) or Section 6 (b) of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) LimitedAgreement.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporationfollowing: (i) the acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event that would be required to be reported in response to Item 1(a) 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than but excluding any person who on the date hereof is a trustee director or other fiduciary holding securities under an employee benefit plan officer of the Corporation, ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2520% or more of the combined voting power of the Corporation's then outstanding securities; (iv) the stockholders of the Corporation approve (or, in the event no approval of the Corporation's stockholders is required, the Corporation consummates) a merger, consolidation, share exchange, division or other reorganization or transaction involving the Corporation (a "Fundamental Transaction") with any other corporation or entity, other than a Fundamental Transaction which results in both (a) the voting securities of the 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 60% of the combined voting power of the surviving entity immediately after such Fundamental Transaction, and (b) the members of the Board of Directors of the Corporation immediately prior thereto continuing to represent at least 60% of the members of the Board of Directors of the surviving entity; or (ivv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limited.