Common use of Definition of Change in Control Clause in Contracts

Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon: (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; (iii) the consummation of a transaction approved by the stockholders of the Company that is a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved by the stockholders of the Company that requires the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved by the stockholders of the Company that is (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon: (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), ) or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved approval by the stockholders of the Company that requires the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved by the stockholders of the Company that is (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (viv) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon: : (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; ; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; ; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; ; (iv) the consummation of a transaction approved approval by the stockholders of the Company that requires of the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; ; (v) the consummation of a transaction approved approval by the stockholders of the Company that is of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this Agreement, a "“Change in Control" ” shall be deemed to have occurred upon: (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) (a "“Person"”), of beneficial ownership (within the meaning of Rule 13d-3 13d‑3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("“Common Stock"”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "“Outstanding Company Voting Securities"”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, ; (2) any acquisition by the Company Company; and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), ) or (iv) of this paragraphSection 7A(b)) whose election by the Board or nomination for election by the Company's ’s stockholders was approved by a vote of at least two-thirds two‑thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 8051% or more of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved approval by the stockholders of the Company that requires of the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 4049% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction;; or (v) the consummation of a transaction approved approval by the stockholders of the Company that is of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this the Agreement, a "“Change in Control" shall ” of the Company will be deemed to have occurred uponoccur as of the first day that any one or more of the following conditions is satisfied: (i) an acquisition subsequent to the date hereof by any person, entity or group The “beneficial ownership” (within the meaning of Section 13(d)(3) or 14(d)(2) of as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) of securities representing more than twenty-five percent (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act25%) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding “Company Voting Securities"); excluding”) is accumulated, howeverheld or acquired by a Person (as defined in Section 3(a)(9) of the Exchange Act, the following: as modified, and used in Sections 13(d) and 14(d) thereof) (1) any acquisition directly from other than the Company, any trustee or other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by fiduciary holding securities under an employee benefit plan (of the Company, holders of capital stock of the Company as of the date hereof or related trust) sponsored an affiliate thereof, any corporation owned, directly or maintained indirectly, by the Company;’s stockholders in substantially the same proportions as their ownership of stock of the Company); provided, however that any acquisition from the Company or any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subparagraph (iii) of this paragraph will not be a Change in Control under this subparagraph (i), and provided further, that immediately prior to such accumulation, holding or acquisition, such Person was not a direct or indirect beneficial owner of twenty-five percent (25%) or more of the Company Voting Securities; or (ii) a change in the composition Individuals who, as of the Board such that during any period date of two consecutive yearsthe Agreement, individuals who at the beginning of such period constitute the Board (the “Incumbent Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv”) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof;Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or (iii) Consummation by the consummation Company of a transaction approved by the stockholders of the Company that is a mergerreorganization, merger or consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved by the stockholders of the Company that requires the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved by the stockholders of the Company that is (A) the sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following such Business Combination: (A) more than 60% of the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”), is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting Securities, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that such ownership of the Company existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) Approval by the Company’s stockholders of a complete liquidation or dissolution of the Company; or (vi) . However, in no event will a Change in Control be deemed to have occurred, with respect to the adoption by Executive, if the Board Executive is part of a resolution purchasing group that consummates the Change in Control transaction. The Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group (except: (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the effect that any person has acquired effective control Change in Control by a majority of the business and affairs nonemployee continuing Directors; provided that, for purposes of the Companyforegoing, participation as a management investor in such purchasing company will not be deemed to be within the exceptions provided for in (i) and (ii)).

Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon: (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved approval by the stockholders of the Company that requires of the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved approval by the stockholders of the Company that is of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For the purposes of this Agreementhereof, a "“Change in Control" shall ” will be deemed to have occurred upon:if and when, after the date of this Agreement, (ia) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of as such term is used in Section 13(d)(313(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act")) (a "Person"”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: other than (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) the Executive, or related trust(4) sponsored any entity owned, directly or maintained indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 30 percent or more of the combined voting power of the Company’s then outstanding voting securities; (iib) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (ia), (iii), c) or (ivd) of this paragraphsubsection) whose election by the Board or nomination for election by the Company's company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity, other than (1) a merger or consolidation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the members thereof; board of directors of the Company, the surviving entity or any parent thereof or (iii2) the consummation of a transaction approved by the stockholders merger or consolidation effected to implement a recapitalization of the Company that is a merger, consolidation, reorganization (or similar corporate transaction) in which no person (other than persons described in any of parts (1) – (4) of subsection (a) above) is or becomes the beneficial owner, whether directly or not indirectly, of securities of the Company is (not including in the surviving corporation in securities beneficially owned by such transaction, in which outstanding shares of Common Stock are converted into (Aperson any securities acquired directly from the Company or its affiliates) shares of stock of another company, other than a conversion into shares of voting common stock representing 30% or more of the successor corporation (or a holding company thereof) representing 80% of the combined voting power of all capital stock thereof the Company’s then outstanding immediately after securities; or (d) the merger complete liquidation or consolidation or (B) other securities (dissolution of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved by the stockholders of the Company that requires the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved by the stockholders of the Company that is (A) the sale or other disposition by the Company of all or substantially all of the assets Company’s assets, other than a sale or disposition by the Company of all or a majority of the Company’s assets, income or revenue to an entity, at least 70% of the combined voting power of the voting securities of which are owned by shareholders of the Company or (B) a complete liquidation or dissolution in substantially the same proportions as their ownership of the Company; or (vi) the adoption by the Board of a resolution Company immediately prior to the effect that any person has acquired effective control of the business and affairs of the Companysuch sale.

Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon: (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, ; (2) any acquisition by the Company Company; and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), ) or (iv) of this paragraphSection 8(b)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 8051% or more of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved approval by the stockholders of the Company that requires of the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 4049% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction;; or (v) the consummation of a transaction approved approval by the stockholders of the Company that is of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this Agreement, a "“Change in Control" ” of the Company shall be deemed to have occurred uponmean the occurrence of any of the following events: (i) an acquisition subsequent to the date hereof by any “person, entity or group ” (within the meaning of Section 13(d)(3as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) (a "Person"), of beneficial ownership (or “group” within the meaning of Rule 13d-3 promulgated 13d-1 under the Exchange Act) other than Xxxxxx X. Xxx Partners , L.P. (“Xxx”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% securities of the Company representing fifty percent (50%) or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of as the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Companycase may be; (ii) a change in the composition shareholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) more than fifty one percent (51%) of the members of the Board such that have been nominated or otherwise designated by a person other than Xxx; (iv) any transaction or series of transactions pursuant to or as a result of which (A) during any period of two consecutive yearsnot more than 24 months, individuals who at the beginning of such period constitute the Board, Board and any new director (other than a director designated by a person third party who has entered into an agreement with the Company to effect a transaction described in clause (iB), (iii), C) or (ivD) of this paragraphparagraph (iv)) whose election by the Board or nomination for election by the Company's ’s stockholders was approved by a vote of at least two-thirds a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approvedapproved (other than approval given in connection with an actual or threatened proxy or election contest), cease for any reason to constitute at least a majority of the members thereof; of the Board, (B) beneficial ownership of 50% or more of the shares of Company common stock (or other securities having generally the right to vote for election of the Board) shall be sold, assigned or offered, to a third party, whether by sale of issuance of Company common stock or other securities or otherwise, (C) the Company shall sell, assign or otherwise transfer, directly or indirectly, assets (including stock or power of 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any third party, other than the Company or a wholly-owned subsidiary thereof or (D) control of fifty one percent (51%) or more of the business of the Company shall be sold, assigned or otherwise transferred directly or indirectly to any third party. A transaction or series of transactions which give rise to more than one of the events described in clauses (i), (ii), and (iii) of this Section 4.6.1 shall be deemed to constitute only one Change in Control which shall be deemed to occur upon the consummation occurrence of the first such event to occur. The Company, including its Board and its stockholders, shall give the Executive written notice of the occurrence of a transaction approved by the stockholders of the Company that is a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation Change in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company Control promptly following obtaining knowledge thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved by the stockholders of the Company that requires the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved by the stockholders of the Company that is (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon: (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved by the stockholders of the Company that requires the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved by the stockholders of the Company that is (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon: (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; (iv) the consummation of a transaction approved approval by the stockholders of the Company that requires of the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; (v) the consummation of a transaction approved approval by the stockholders of the Company that is of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

Definition of Change in Control. For purposes of this Agreement, a "Change in ------------------------------- Control" shall be deemed to have occurred upon: : (i) an acquisition subsequent to the date hereof by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company ("Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; ; (ii) a change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members thereof; ; (iii) the consummation of a transaction approved approval by the stockholders of the Company that is of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving corporation in such transaction, in which outstanding shares of Common Stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation or (B) other securities (of either the Company or another company) or cash or other property; ; (iv) the consummation of a transaction approved approval by the stockholders of the Company that requires of the issuance of shares of Common Stock in connection with a merger, consolidation, reorganization or similar corporate transaction in an amount in excess of 40% of the number of shares of Common Stock outstanding immediately prior to the consummation of such transaction; ; (v) the consummation of a transaction approved approval by the stockholders of the Company that is of (A) the sale or other disposition of all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution of the Company; or or (vi) the adoption by the Board of a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.