Corporate Transaction Defined Clause Samples

Corporate Transaction Defined. For purposes of this Agreement, a “Corporate Transaction” shall include any of the following transactions to which the Company is a party: (A) a merger or consolidation in which the Company is not the surviving entity and securities representing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to holder different from those who held such securities immediately prior to such merger; (B) the sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company; (C) any reverse merger in which the Company is the surviving entity but in which securities representing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to holder different from those who held such securities immediately prior to such merge; or (D) any cash dividend paid by the Company that, in the aggregate with all other dividends paid in any twelve month period, is greater than the combined earnings of the Company for the Company’s two fiscal years prior to such dividend payment date. In addition, a Corporate Transaction shall also include a “Change of Control” as such term is defined in the Company’s 2001 Stock Option Plan, a “Capital Change of the Company” as such term is defined in the Company’s 1997 Stock Option Plan, a “Corporate Capital Transaction” as such term is defined in the Company’s 1991 Stock Option Plan, a “Change in Control” as such term is defined in the Indenture of the Company’s Senior Notes or a “Change in Control” as such term is defined in the Company’s Supplemental Executive Retirement Plan.