Common use of Change of Control of the Company Defined Clause in Contracts

Change of Control of the Company Defined. For purposes of this Section 4, the term "Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company shall be deemed to have occurred if: (i) Any "person" (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-owned subsidiary of the Company, or any compensation plan of the Company or any majority-owned subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company; (ii) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period; or (iii) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company.

Change of Control of the Company Defined. For purposes of this Section 4, the term "“Change of Control of the Company" ” shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company shall be deemed to have occurred if: (i) Any "“person" ” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-owned subsidiary of the Company, or any compensation plan of the Company or any majority-owned subsidiary of the Company, becomes the "“beneficial owner" ” (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company; (ii) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period; or (iii) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company.

Change of Control of the Company Defined. For purposes of this Section 4, the term "Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company shall be deemed to have occurred if: (i1) Any "person" (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-owned subsidiary of the Company, or any compensation plan of the Company or any majority-owned subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company; (ii2) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period; or (iii3) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company.

Change of Control of the Company Defined. For purposes of this Section 4, the term "a “Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company ” shall be deemed to have occurred if: (i) Any "“person" ” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-majority owned subsidiary of the Company, or any compensation plan of the Company or Company, any majority-majority owned subsidiary of the CompanyCompany or Lxxx X. Xxxxxx and his affiliates and/or heirs, becomes the "“beneficial owner" ” (as such term is defined in Rule 13d-3 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent more than 50% of the combined voting power of the Company; or (30%ii) Any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority owned subsidiary of the Company, any compensation plan of the Company, any majority owned subsidiary of the Company or Lxxx X. Xxxxxx and his affiliates and/or heirs), becomes the “beneficial owner” (as such term is defined in Rule 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the combined voting power of the Company provided: (A) such person or person are not acting as a “group” (as such term is defined in Rule 13(d) under the Exchange Act) with respect to the Company’s voting securities with Lxxx X. Xxxxxx and his affiliates and/or heirs and (B) such person or persons own Company securities with more of the combined voting power of the Company; (ii) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance than those held by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such periodLxxx X. Xxxxxx and his affiliates and/or heirs; or (iii) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30more than 66 2/3% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company; or (iv) Jxxx X. Xxxxxxxx is removed from his position as Chief Executive Officer of the Company.

Change of Control of the Company Defined. For purposes of this Section 4, the term "a “Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company ” shall be deemed to have occurred if: (i) Any "“person" ” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-majority owned subsidiary of the Company, or any compensation plan of the Company or Company, any majority-majority owned subsidiary of the CompanyCompany or Lxxx X. Xxxxxx and his affiliates and/or heirs, becomes the "“beneficial owner" ” (as such term is defined in Rule 13d-3 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent more than 50% of the combined voting power of the Company; or (30%ii) Any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority owned subsidiary of the Company, any compensation plan of the Company, any majority owned subsidiary of the Company or Lxxx X. Xxxxxx and his affiliates and/or heirs), becomes the “beneficial owner” (as such term is defined in Rule 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the combined voting power of the Company provided: (A) such person or person are not acting as a “group” (as such term is defined in Rule 13(d) under the Exchange Act) with respect to the Company’s voting securities with Lxxx X. Xxxxxx and his affiliates and/or heirs and (B) such person or persons own Company securities with more of the combined voting power of the CompanyCompany than those held by Lxxx X. Xxxxxx and his affiliates and/or heirs; (ii) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period; or (iii) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30more than 66 2/3% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company; or (iv) Rxx X. Xxxxxx, Xx. is removed from his position as Chief Executive Officer of the Company.

Change of Control of the Company Defined. For purposes of this Section 42, the term "Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company shall be deemed to have occurred if: (i1) Any "person" (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-owned subsidiary of the Company, or any compensation plan of the Company or any majority-owned subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company; (ii2) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period; or (iii3) The shareholders of the Company approve (1a) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2b) a liquidation or dissolution of the Company; or (3c) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company.

Change of Control of the Company Defined. For purposes of this Section 4, the term "a “Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company ” shall be deemed to have occurred if: (i) Any "“person" ” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-majority owned subsidiary of the Company, or any compensation plan of the Company or Company, any majority-majority owned subsidiary of the CompanyCompany or Lxxx X. Xxxxxx and his affiliates and/or heirs, becomes the "“beneficial owner" ” (as such term is defined in Rule 13d-3 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent more than 50% of the combined voting power of the Company; or (30%ii) Any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority owned subsidiary of the Company, any compensation plan of the Company, any majority owned subsidiary of the Company or Lxxx X. Xxxxxx and his affiliates and/or heirs), becomes the “beneficial owner” (as such term is defined in Rule 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the combined voting power of the Company provided: (A) such person or person are not acting as a “group” (as such term is defined in Rule 13(d) under the Exchange Act) with respect to the Company’s voting securities with Lxxx X. Hxxxxx and his affiliates and/or heirs and (B) such person or persons own Company securities with more of the combined voting power of the Company; (ii) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance than those held by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such periodLxxx X. Xxxxxx and his affiliates and/or heirs; or (iii) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30more than 66 2/3% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company.

Change of Control of the Company Defined. For purposes of this Section 4, the term "a “Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company ” shall be deemed to have occurred if: (i) Any "“person" ” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-majority owned subsidiary of the Company, or any compensation plan of the Company or Company, any majority-majority owned subsidiary of the CompanyCompany or Lxxx X. Xxxxxx and his affiliates and/or heirs, becomes the "“beneficial owner" ” (as such term is defined in Rule 13d-3 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent more than 50% of the combined voting power of the Company; or (30%ii) Any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority owned subsidiary of the Company, any compensation plan of the Company, any majority owned subsidiary of the Company or Lxxx X. Xxxxxx and his affiliates and/or heirs), becomes the “beneficial owner” (as such term is defined in Rule 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the combined voting power of the Company provided: (A) such person or person are not acting as a “group” (as such term is defined in Rule 13(d) under the Exchange Act) with respect to the Company’s voting securities with Lxxx X. Xxxxxx and his affiliates and/or heirs and (B) such person or persons own Company securities with more of the combined voting power of the Company; (ii) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance than those held by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such periodLxxx X. Xxxxxx and his affiliates and/or heirs; or (iii) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30more than 66 2/3% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company.

Change of Control of the Company Defined. For purposes of this Section 4, the term "a “Change of Control of the Company" shall mean any change in control of the Company of a nature which would be required to be reported (i) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (iii) in any filing by the Company with the Securities and Exchange Commission; provided, however, that without limitation, a Change of Control of the Company ” shall be deemed to have occurred if: (i) Any "“person" ” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-majority owned subsidiary of the Company, or any compensation plan of the Company or Company, any majority-majority owned subsidiary of the CompanyCompany or Lxxx X. Xxxxxx and his affiliates and/or heirs, becomes the "“beneficial owner" ” (as such term is defined in Rule 13d-3 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent more than 50% of the combined voting power of the Company; or (30%ii) Any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority owned subsidiary of the Company, any compensation plan of the Company, any majority owned subsidiary of the Company or Lxxx X. Xxxxxx and his affiliates and/or heirs), becomes the “beneficial owner” (as such term is defined in Rule 13d 3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 35% of the combined voting power of the Company provided: (A) such person or persons are not acting as a “group” (as such term is defined in Rule 13(d) under the Exchange Act) with respect to the Company’s voting securities with Lxxx X. Xxxxxx and his affiliates and/or heirs and (B) such person or persons own Company securities with more of the combined voting power of the CompanyCompany than those held by Lxxx X. Xxxxxx and his affiliates and/or heirs; (ii) During any period of three consecutive years during the term of this Agreement, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period; or (iii) The shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for 30more than 66 2/3% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company; or (iv) Rxx X. Xxxxxx, Xx. shall no longer be serving as the Chief Executive Officer of the Company.