Change in Control Protection Period. A “Change in Control” shall be deemed to occur on the date that any of the following events occur: (a) any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or any subsidiary and other than Permitted Holders) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board; (b) either (i) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for these purposes, a “Current Director” shall mean any member of the Board as of the date set forth in the first paragraph of this Agreement, and any successor of a Current Director whose election, or nomination for election by the Company’s shareholders, was approved by at least two-thirds of the Current Directors then on the Board) or (ii) at any meeting of the shareholders of the Company called for the purpose of electing directors, a majority of the persons nominated by the Board for election as directors shall fail to be elected;
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Samples: Change in Control Agreement (Gentiva Health Services Inc), Change in Control Agreement (Gentiva Health Services Inc)
Change in Control Protection Period. A “"Change in of Control” " shall be deemed to occur on the date that any of the following events occur:
(a) any person or persons acting together which would constitute a “"group” " for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or any subsidiary and other than Permitted Holderssubsidiary) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board;
(b) either (i) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for these purposes, a “"Current Director” " shall mean any member of the Board as of the date set forth in the first paragraph of this Agreementhereof, and any successor of a Current Director whose election, or nomination for election by the Company’s 's shareholders, was approved by at least two-thirds of the Current Directors then on the Board) or (ii) at any meeting of the shareholders of the Company called for the purpose of electing directors, a majority of the persons nominated by the Board for election as directors shall fail to be elected;
Appears in 2 contracts
Samples: Change in Control Agreement (Gentiva Health Services Inc), Change in Control Agreement (Gentiva Health Services Inc)
Change in Control Protection Period. A “"Change in Control” " shall be deemed to occur on the date that any of the following events occur:
(a) any person or persons acting together which would constitute a “"group” " for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (other than the Company or any subsidiary and other than Permitted Holders) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board;
(b) either (i) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for these purposes, a “"Current Director” " shall mean any member of the Board as of the date set forth in the first paragraph of this AgreementMarch 22, 2004, and any successor of a Current Director whose election, or nomination for election by the Company’s 's shareholders, was approved by at least two-thirds of the Current Directors then on the Board) or (ii) at any meeting of the shareholders of the Company called for the purpose of electing directors, a majority of the persons nominated by the Board for election as directors shall fail to be elected;
Appears in 1 contract
Samples: Change in Control Agreement (Gentiva Health Services Inc)
Change in Control Protection Period. A “Change in Control” shall be deemed to occur on the date that any of the following events occur:
(a) any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or any subsidiary and other than Permitted Holderssubsidiary) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board;
(b) either (i) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for these purposes, a “Current Director” shall mean any member of the Board as of the date set forth in the first paragraph of this Agreement, and any successor of a Current Director whose election, election or nomination for election by the Company’s shareholders, was approved by at least two-thirds of the Current Directors then on the Board) or (ii) at any meeting of the shareholders of the Company called for the purpose of electing directors, a majority of the persons nominated by the Board for election as directors shall fail to be elected;
Appears in 1 contract
Samples: Change in Control Agreement (Gentiva Health Services Inc)
Change in Control Protection Period. A “Change in Control” shall be deemed to occur on the date that any of the following events occur:
(a) any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or any subsidiary and other than Permitted Holders) subsidiary), shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board;
(b) either (i) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for these purposes, a “Current Director” shall mean any member of the Board as of the date set forth in the first paragraph of this Agreement, and any successor of a Current Director whose election, election or nomination for election by the Company’s shareholders, was approved by at least two-thirds of the Current Directors then on the Board) or (ii) at any meeting of the shareholders of the Company called for the purpose of electing directors, a majority of the persons nominated by the Board for election as directors in contested elections shall fail to be elected;
Appears in 1 contract
Samples: Change in Control Agreement (Gentiva Health Services Inc)
Change in Control Protection Period. A “"Change in Control” " shall be deemed to occur on the date that any of the following events occur:
(a) any person or persons acting together which would constitute a “"group” " for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (other than the Company or any subsidiary and other than Permitted Holders) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board;
(b) either (i) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for these purposes, a “"Current Director” " shall mean any member of the Board as of the date set forth in the first paragraph of this Agreementhereof, and any successor of a Current Director whose election, or nomination for election by the Company’s 's shareholders, was approved by at least two-thirds of the Current Directors then on the Board) or (ii) at any meeting of the shareholders of the Company called for the purpose of electing directors, a majority of the persons nominated by the Board for election as directors shall fail to be elected;
Appears in 1 contract
Samples: Change in Control Agreement (Gentiva Health Services Inc)