Definition of Change in Control. A “Change in Control” shall be deemed to have occurred if: a. any “person,” as such term is used in Sections 13(d) and 14(d) of the “Exchange Act (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date 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 40% or more of the combined voting power of the Company’s then outstanding securities; or b. during any period of two consecutive years (not including any period prior to the Effective Date), 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or c. the consummation of a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or d. the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code..
Appears in 5 contracts
Samples: Employment Agreement (DineEquity, Inc), Employment Agreement (DineEquity, Inc), Employment Agreement (DineEquity, Inc)
Definition of Change in Control. A “Change in Control” shall be deemed to have occurred if:
a. any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the CompanyCorporation; any trustee or other fiduciary holding securities under an employee benefit plan of the CompanyCorporation; or any company Corporation owned, directly or indirectly, by the stockholders of the Company Corporation in substantially the same proportions as their ownership of Stock of the CompanyCorporation) is or becomes after the Effective Date the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Corporation (not including in the securities beneficially owned by such person any securities acquired directly from the Company Corporation or its affiliates) representing 4035% or more of the combined voting power of the CompanyCorporation’s then outstanding securities; or
b. during any period of two consecutive years (not including any period prior to the Effective Date), 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 Corporation to effect a transaction described in subsections a., c. or d. of this Section 15 15) whose election by the Board or nomination for election by the CompanyCorporation’s stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
c. the consummation of a merger or consolidation of the Company Corporation with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the CompanyCorporation, at least 75% of the combined voting power of the voting securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company Corporation (or similar transaction) in which no person acquires more than 50% of the combined voting power of the CompanyCorporation’s then outstanding securities; or
d. the stockholders of the Company Corporation approve a plan of complete liquidation of the Company Corporation or an agreement for the sale or disposition by the Company Corporation of all or substantially all of the CompanyCorporation’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code...
Appears in 5 contracts
Samples: Employment Agreement (Dine Brands Global, Inc.), Employment Agreement (DineEquity, Inc), Employment Agreement (DineEquity, Inc)
Definition of Change in Control. A For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:
a. occur upon any of the following events that occurs after the Closing, provided that such an event constitutes a “change in control event” within the meaning of Section 409A of the Code (as defined below): (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an any employee benefit plan of the Company; , or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock the equity securities of the Company) is or becomes after ), becoming the Effective Date the “beneficial owner” owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of equity 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 40more than 50% or more of the combined voting power of the Company’s then outstanding equity securities; or
b. (b) during any period of two 12 consecutive years (not including any period prior to months, the Effective Date)individuals who, individuals who at the beginning of such period 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders equityholders 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 12-month period (or the Closing if later than such date) or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board; or
c. the consummation of (c) a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (A) a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior thereto (and held by persons that are not affiliates of the acquirer) continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (a) of this Section 4.1.7) acquires more than 50% of the combined voting power of the Company’s then outstanding securitiessecurities shall not constitute a Change in Control; or
d. or (d) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account including a liquidation, other than the sale or other disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company immediately prior to the time of the sale or other disposition. For the avoidance of doubt, the Combination shall not constitute a Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code..Control under this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Impax Laboratories Inc)
Definition of Change in Control. A For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:
a. occur upon any of the following events that occurs after the Closing, provided that such an event constitutes a “change in control event” within the meaning of Section 409A of the Code (as defined below): (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an any employee benefit plan of the Company; , or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock the equity securities of the Company) is or becomes after ), becoming the Effective Date the “beneficial owner” owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of equity 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 40more than 50% or more of the combined voting power of the Company’s then outstanding equity securities; or
b. (b) during any period of two 12 consecutive years (not including any period prior to months, the Effective Date)individuals who, individuals who at the beginning of such period 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders equityholders 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 12-month period (or the Closing if later than such date) or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board; or
c. the consummation of (c) a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (A) a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior thereto (and held by persons that are not affiliates of the acquirer) continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (a) of this Section 4.1.7) acquires more than 50% of the combined voting power of the Company’s then outstanding securitiessecurities shall not constitute a Change in Control; or
d. or (d) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account including a liquidation, other than the sale or other disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company immediately prior to the time of the sale or other disposition. For the avoidance of doubt, the parties hereby agree that the Combination shall not constitute a Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code..Control under this Agreement.
Appears in 3 contracts
Samples: Employment Agreement, Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Atlas Holdings, Inc.)
Definition of Change in Control. A For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred ifmean:
a. (i) an acquisition subsequent to the Date of Grant by any “person,” as such term is used in Sections 13(dindividual, entity or group (within the meaning of section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”)) (other than a “Person”) of beneficial ownership (within the Company; any trustee or other fiduciary holding securities under an employee benefit plan meaning of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of securities of the Company thirty percent (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates30%) representing 40% or more of either (A) the then outstanding shares of Common Stock or (B) the combined voting power of the Company’s then outstanding securitiesvoting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); orexcluding, 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 or any Subsidiary;
b. (ii) during any period of two (2) consecutive years (not including any period prior to the Effective DateDate of Grant), 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 subsections a., c. or d. of this Section 15 directors whose election by the Board or nomination for election by the Company’s stockholders 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 or whose election or nomination for election was previously so approved, ) cease for any reason (except for death, disability or voluntary retirement) to constitute at least a majority thereof; or;
c. (iii) the consummation of a merger merger, consolidation, reorganization or consolidation similar corporate transaction which has been approved by the stockholders of the Company, whether or not the Company with any other corporationis the surviving company in such transaction, other than (A) a merger merger, consolidation, or consolidation which reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, ) at least 75% fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity entity) outstanding immediately after such merger merger, consolidation, or consolidation or reorganization;
(Biv) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or
d. approval by the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for (A) the sale or other disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account assets of the Change in Control, the transaction Company or event described in subsection a., b., c. (B) a complete liquidation or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A dissolution of the Code..Company; or
(v) 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.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Archer Daniels Midland Co), Restricted Stock Award Agreement (Archer Daniels Midland Co)
Definition of Change in Control. A For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:
a. occur upon any of the following events that occurs after the Effective Date, provided that such an event constitutes a “change in control event” within the meaning of Section 409A of the Code (as defined below): (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an any employee benefit plan of the Company; , or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock the equity securities of the Company) is or becomes after ), becoming the Effective Date the “beneficial owner” owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of equity 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 40more than 50% or more of the combined voting power of the Company’s then outstanding equity securities; or
b. (b) during any period of two 12 consecutive years (not including any period prior to months, the Effective Date)individuals who, individuals who at the beginning of such period 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders equityholders 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 12-month period (or the Effective Date if later than such date) or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board; or
c. the consummation of (c) a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (A) a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior thereto (and held by persons that are not affiliates of the acquirer) continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (a) of this Section 4.1.7) acquires more than 50% of the combined voting power of the Company’s then outstanding securitiessecurities shall not constitute a Change in Control; or
d. or (d) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account including a liquidation, other than the sale or other disposition of all or substantially all of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A assets of the Code..Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company immediately prior to the time of the sale or other disposition.
Appears in 2 contracts
Samples: Employment Agreement (Amneal Pharmaceuticals, Inc.), Employment Agreement (Amneal Pharmaceuticals, Inc.)
Definition of Change in Control. A For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:
a. occur upon any of the following events that occurs after the Effective Date, provided that such an event constitutes a “change in control event” within the meaning of Section 409A of the Code (as defined below): (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an any employee benefit plan of the Company; , or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock the equity securities of the Company) is or becomes after ), becoming the Effective Date the “beneficial owner” owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of equity 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 40more than 50% or more of the combined voting power of the Company’s then outstanding equity securities; or
b. (b) during any period of two 12 consecutive years (not including any period prior to months, the Effective Date)individuals who, individuals who at the beginning of such period 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders equityholders 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 12-month period (or the Effective Date if later than such date) or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board; or
c. the consummation of (c) a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (A) a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior thereto (and held by persons that are not affiliates of the acquirer) continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (a) of this Section 4.1.7) acquires more than 50% of the combined voting power of the Company’s then outstanding securitiessecurities shall not constitute a Change in Control; or
d. or (d) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect including a liquidation, other than the sale or other disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company immediately prior to the time of the sale or other disposition, except a) such sale or disposition to any non-qualified deferred compensation that becomes payable on account Person (or group of Persons) who previously was the beneficial owner of more than 50% of the Change in Controlcombined voting power of the Company’s outstanding equity securities regaining beneficial ownership of more than 50% of the combined voting power of the Company’s outstanding equity securities, or b) as resulting from any changes among the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” beneficial owners within the Amneal Group (as defined in Treasury Regulation §1.409A-3(i)(5the Company’s Stockholders Agreement) if required in order for the payment not to violate Section 409A of the Code..voting power of the Company’s outstanding equity securities.
Appears in 2 contracts
Samples: Employment Agreement (Amneal Pharmaceuticals, Inc.), Employment Agreement (Amneal Pharmaceuticals, Inc.)
Definition of Change in Control. A “For purposes of this Trust, ------------ ------------------------------- a "Change in Control” Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) (or any successor thereto) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if:
a. (i) any “"person,” " (as such term is used defined in Sections 13(d) and 14(d) of the “Exchange Act (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the CompanyAct) is or becomes after the Effective Date the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Company's representing twenty-five percent (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates25%) representing 40% or more of the combined voting power of the Company’s 's then outstanding securities; or;
b. (ii) during any period of two (2) consecutive years (not including any period prior to the Effective Date), 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, 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 subsections a., c. or d. of this Section 15 director(s) 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 ( (2/3) 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 thereof; or
c. (iii) (x) the consummation shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) except a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, ) at least 75% eighty percent (80%) of the combined voting power of the voting securities of the Company or such the surviving or parent entity outstanding immediately after such merger or consolidation consolidation, unless the Board of Directors determines that such situation does not constitute a Change in Control, or (By) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or
d. the stockholders shareholders of the Company approve a plan of complete liquidation litigation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code...
Appears in 1 contract
Definition of Change in Control. A For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:
a. occur upon any of the following events that occurs after the Effective Date, provided that such an event constitutes a “change in control event” within the meaning of Section 409A of the Code (as defined below): (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an any employee benefit plan of the Company; , or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock the equity securities of the Company) is or becomes after ), becoming the Effective Date the “beneficial owner” owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of equity 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 40more than 50% or more of the combined voting power of the Company’s then outstanding equity securities; or
b. (b) during any period of two 12 consecutive years (not including any period prior to months, the Effective Date)individuals who, individuals who at the beginning of such period 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders equity holders was approved by a vote of at least two-two- thirds ( 2/3) of the directors then still in office who either were directors at the beginning of the 12- month period (or the Effective Date if later than such date) or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board; or
c. the consummation of (c) a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (A) a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior thereto (and held by persons that are not affiliates of the acquirer) continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (a) of this Section 4.1.7) acquires more than 50% of the combined voting power of the Company’s then outstanding securitiessecurities shall not constitute a Change in Control; or
d. or (d) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect including a liquidation, other than the sale or other disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company immediately prior to the time of the sale or other disposition, except a) such sale or disposition to any non-qualified deferred compensation that becomes payable on account Person (or group of Persons) who previously was the beneficial owner of more than 50% of the Change in Controlcombined voting power of the Company’s outstanding equity securities regaining beneficial ownership of more than 50% of the combined voting power of the Company’s outstanding equity securities, or b) as resulting from any changes among the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” beneficial owners within the Amneal Group (as defined in Treasury Regulation §1.409A-3(i)(5the Company’s Stockholders Agreement) if required in order for the payment not to violate Section 409A of the Code..voting power of the Company’s outstanding equity securities.
Appears in 1 contract
Samples: Employment Agreement (Amneal Pharmaceuticals, Inc.)
Definition of Change in Control. A “"Change in Control” " shall be deemed to have occurred iftaken place if the following events occur:
a. any “(1) Any "person,” " as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an employee benefit plan of the Company; , or any company owned, corporation owned directly or indirectly, indirectly by the stockholders of the Company in substantially the same proportions proportion as their the ownership of Stock stock of the Company) ), is or becomes after the Effective Date 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 40more than 50% or more of the combined voting power of the Company’s then outstanding securities; or
b. during any period (2) Individuals who, as of two consecutive years the date hereof (not including any period prior to the "Effective Date"), constitute the Board of Directors of the Company (as of the Effective Date), individuals who at the beginning of such period constitute 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board of Directors of the Company provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the Executive shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or
c. (3) The stockholders of the consummation of Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 60% of the combined voting power of the voting securities of the Company company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person “person” (as hereinabove defined) acquires more than 50% of the combined voting power of the Company’s then outstanding securities; oror 4
d. the (4) The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition dispositions by the Company of all or substantially all of the Company’s 's assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code...
Appears in 1 contract
Definition of Change in Control. A “As used in this Agreement, the term "Change in Control” " means any of the occurrences listed in (a) below, subject to (b) and (c) below.
(a) A Change in Control shall be deemed to have occurred if:
a. any “person,” i. Any person or group (as such term is terms are used in connection with Sections 13(d) and 14(d) of the “Exchange Act (other than Act) becomes the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date the “"beneficial owner” " (as defined in Rule 13d-3 13(d)(3) and 13(d)(5) 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) Corporation representing 4050% or more of the combined voting power of the Company’s Corporation's then outstanding securities; or;
b. during ii. A merger, consolidation, sale of assets, reorganization, or proxy contest is consummated and, as a consequence of which, members of the Corporation's Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter;
iii. During any period of two 24 consecutive years (not including any period prior to the Effective Date)months, individuals who at the beginning of such period constitute the Board, and Board of Directors of the Corporation (including for this purpose 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s Corporation's stockholders was approved by a vote of at least twoone-thirds ( 2/3) half 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, such period) cease for any reason to constitute at least a majority thereofof the Board of Directors; or
c. the consummation of a merger iv. A merger, consolidation or consolidation of the Company reorganization is consummated with any other corporation, other than (A) a merger or consolidation corporation pursuant to which would result in the voting securities shareholders of the Company outstanding Corporation immediately prior thereto continuing to represent the merger, consolidation or reorganization do not -8- immediately thereafter directly or indirectly own more than fifty percent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% 50%) of the combined voting power of the voting securities entitled to vote in the election of directors of the Company merged, consolidated or reorganized entity.
(b) Notwithstanding the foregoing, no trust department or designated fiduciary or other trustee of such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization trust department of the Company (Corporation or similar transaction) in which no person acquires more than 50% a subsidiary of the combined voting power Corporation, or other similar fiduciary capacity of the Company’s then outstanding securities; or
d. the stockholders Corporation with direct voting control of the Company approve stock shall be treated as a person or group within the meaning of subsection (a)(i) hereof. Further, no profit-sharing, employee stock ownership, employee stock purchase and savings, employee pension, or other employee benefit plan of complete liquidation the Corporation or any of its subsidiaries, and no trustee of any such plan in its capacity as such trustee, shall be treated as a person or group within the Company meaning of subsection (a)(i) hereof.
(c) Notwithstanding anything contained in this Agreement to the contrary, if Executive's employment is terminated prior to a Change in Control and Executive reasonably demonstrates that such termination was at the request of or in response to a third party who has indicated an agreement for the sale intention or disposition by the Company of all or substantially all of the Company’s assets; providedtaken steps reasonably calculated to effect a Change in Control (a "Third Party"), that with respect to any non-qualified deferred compensation that becomes payable on account of the and who subsequently effectuates a Change in Control, then for all purposes of this Agreement, the transaction or event described date of a Change in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for Control shall mean the payment not date immediately prior to violate Section 409A the date of the Code..such termination of Executive's employment.
Appears in 1 contract
Samples: Employment Agreement (Southern Michigan Bancorp Inc)
Definition of Change in Control. A “Change in Control” shall be deemed to have occurred iftaken place if the following events occur:
a. any (1) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an employee benefit plan of the Company; , or any company owned, corporation owned directly or indirectly, indirectly by the stockholders of the Company in substantially the same proportions proportion as their the ownership of Stock stock of the Company) ), is or becomes after the Effective Date 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 40more than 50% or more of the combined voting power of the Company’s then outstanding securities; or
b. during any period (2) Individuals who, as of two consecutive years the date hereof (not including any period prior to the “Effective Date”), constitute the Board of Directors of the Company (as of the Effective Date), individuals who at the beginning of such period constitute 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board of Directors of the Company provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the Executive shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or
c. (3) The stockholders of the consummation of Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 60% of the combined voting power of the voting securities of the Company company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person “person” (as hereinabove defined) acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or
d. the (4) The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition dispositions by the Company of all or substantially all of the Company’s 's assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code...
Appears in 1 contract
Definition of Change in Control. A “Change in Control” Control shall be deemed to have occurred ifmean the happening of any of the following:
a. (i) any “"person,” " as such term is used in Sections Section 13(d) and 14(d) of the “Securities Exchange Act of 1934 (the "Exchange Act") (other than the Company or any subsidiary of the Company; , or any trustee or other fiduciary holding securities under an employee benefit plan of the Company; Company or any company owned, directly or indirectly, by subsidiary) becomes the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing [thirty percent (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 40% 30%)] or more of the combined voting power of the Company’s 's then outstanding securities; or;
b. (ii) during any period of two consecutive years (not including any period prior to beginning on or after the Effective Date)Date hereof, 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 subsections a.clause (i), c. (iii) or d. of this Section 15 (iv)) whose election by the Board or nomination for election by the Company’s stockholders 's shareholders was approved by 11 12 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 or whose election or nomination for election was previously so approvedapproved (unless the approval of the election or nomination for election of such new directors was in connection with an actual or threatened election or proxy contest), cease for any reason to constitute at least a majority thereof; or;
c. (iii) the consummation shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (Ax) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% ) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (By) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person "person" (as defined above in clause (i)) acquires more than 50% [thirty percent (30%)] of the combined voting power of the Company’s 's then outstanding securities; or
d. (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; provided's assets or any transaction having a similar effect, that with respect or the Company, directly or indirectly, begins proceedings to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes effect a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code..complete liquidation.
Appears in 1 contract
Samples: Employment Agreement (Spanish Broadcasting System Inc)
Definition of Change in Control. A “Change in Control” shall be deemed to have occurred if:
a. any “person,” as such term is used in Sections 13(d) and 14(d) of the “Exchange Act (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date 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 40% or more of the combined voting power of the Company’s then outstanding securities; or
b. during any period of two consecutive years (not including any period prior to the Effective Date), 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 subsections a., c. or d. of this Section 15 15) whose election by the Board or nomination for election by the Company’s stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
c. the consummation of a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or
d. the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code...
Appears in 1 contract
Definition of Change in Control. A “Change in Control” shall be deemed mean the first to have occurred if:
a. any “person,” as such term is used in Sections 13(d) and 14(d) occur of the “Exchange Act following: (other than i) any Person becomes the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date the “beneficial owner” owner (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), 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 40% or more a majority of the combined voting power of the Company’s then outstanding securities (assuming conversion of all outstanding non-voting securities into voting securities and the exercise of all outstanding options or other convertible securities); or
b. during (ii) the following individuals cease for any period reason to constitute a majority of two consecutive years (not including any period prior to the number of directors then serving: individuals who, on the Effective Date), individuals who at the beginning of such period constitute the Board, Board and any new director (other than a director designated by whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a person who has entered into an agreement with consent solicitation, relating to the Company to effect a transaction described in subsections a., c. election of directors of the Company) whose appointment or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds ( (2/3) of the directors then still in office who either were directors at on the beginning of the period Effective Date or whose appointment, election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofapproved or recommended; or
c. the consummation of (iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, corporation other than (Ax) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto to such merger or consolidation continuing to represent (represent, either by remaining outstanding or by being converted into voting securities of the surviving entity)entity or any parent thereof, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% a majority of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation consolidation, or (By) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% Person, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing a majority of the combined voting power of the Company’s then outstanding securities; or
d. or (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended); (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect or to any non-qualified deferred compensation that becomes payable on account an entity a majority of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A combined voting power of the Code..voting securities of which is owned by substantially all of the stockholders of the Company immediately prior to such sale in substantially the same proportions as their ownership of the Company immediately prior to such sale. For purposes of this definition, “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in Sections 13(d) and
Appears in 1 contract
Samples: Executive Employment Agreement (Haynes International Inc)
Definition of Change in Control. A For purposes hereof, the term “Change in Control” shall be deemed to have occurred if:
a. occur if (1) there shall be consummated (A) any consolidation, merger or reorganization involving the Company, unless such consolidation, merger or reorganization is a “person,Non-Control Transaction” (as defined below) or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; (2) the stockholders of the Company shall approve any plan or proposal for liquidation or dissolution of the Company; (3) any person (as such term is used in Sections Section 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”)), shall become the beneficial owner (other than within the Company; any trustee or other fiduciary holding securities under an employee benefit plan meaning of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date 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 40% or more of the combined voting power of the Company’s then outstanding securities; or
b. during any period of two consecutive years (not including any period prior to the Effective Date), 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
c. the consummation of a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securitiesvoting securities other than pursuant to a plan or arrangement entered into by such person and the Company; or
d. or (4) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company’s 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 or who were so approved. A “Non-Control Transaction” shall mean a consolidation, merger or reorganization of the Company where (1) the stockholders of the Company approve immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a plan of complete liquidation majority of the Company combined voting power of the outstanding voting securities of the corporation resulting from such consolidation, merger or an reorganization (the “Surviving Corporation”); (2) the individuals who were members of the Board immediately prior to the execution of the agreement providing for such consolidation, merger or reorganization constitute at least 50% of the sale members of the board of directors of the Surviving Corporation, or disposition a corporation directly or indirectly beneficially owning a majority of the voting securities of the Surviving Corporation; and (3) no person (other than (a) the Company, (b) any subsidiary of the Company, (c) any employee benefit plan (or any trust forming a part thereof) maintained by the Company Company, the Surviving Corporation or any subsidiary, or (d) any person who, immediately prior to such consolidation, merger or reorganization, beneficially owned more than 50% of all or substantially all the combined voting power of the Company’s assets; provided, that with respect to any non-qualified deferred compensation that becomes payable on account then outstanding voting securities) beneficially owns more than 50% of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A combined voting power of the Code..Surviving Corporation’s then outstanding voting securities.
Appears in 1 contract
Definition of Change in Control. A “Change in Control” shall be deemed to have occurred if:
a. any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the CompanyCorporation; any trustee or other fiduciary holding securities under an employee benefit plan of the CompanyCorporation; or any company Corporation owned, directly or indirectly, by the stockholders of the Company Corporation in substantially the same proportions as their ownership of Stock of the CompanyCorporation) is or becomes after the Effective Date the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Corporation (not including in the securities beneficially owned by such person any securities acquired directly from the Company Corporation or its affiliates) representing 4035% or more of the combined voting power of the CompanyCorporation’s then outstanding securities; or
b. during any period of two consecutive years (not including any period prior to the Effective Date), 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 Corporation to effect a transaction described in subsections a., c. or d. of this Section 15 15) whose election by the Board or nomination for election by the CompanyCorporation’s stockholders 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 or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or
c. the consummation of a merger or consolidation of the Company Corporation with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the CompanyCorporation, at least 75% of the combined voting power of the voting securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company Corporation (or similar transaction) in which no person acquires more than 50% of the combined voting power of the CompanyCorporation’s then outstanding securities; or
d. the consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets or stockholders of the Company Corporation approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assetsCorporation; provided, that with respect to any non-qualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code...
Appears in 1 contract
Definition of Change in Control. A For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:
a. occur upon any of the following events that occurs after the Effective Date, provided that such an event constitutes a “change in control event” within the meaning of Section 409A of the Code (as defined below): (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act Act”) (other than the Company; , any trustee or other fiduciary holding securities under an any employee benefit plan of the Company; , or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock the equity securities of the Company) is or becomes after ), becoming the Effective Date the “beneficial owner” owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of equity 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 40more than 50% or more of the combined voting power of the Company’s then outstanding equity securities; or
b. (b) during any period of two 12 consecutive years (not including any period prior to months, the Effective Date)individuals who, individuals who at the beginning of such period 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s stockholders equity holders 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 12-month period (or the Effective Date if later than such date) or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereofof the Board; or
c. the consummation of (c) a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (A) a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior thereto (and held by persons that are not affiliates of the acquirer) continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (a) of this Section 4.1.7) acquires more than 50% of the combined voting power of the Company’s then outstanding securitiessecurities shall not constitute a Change in Control; or
d. or (d) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets; provided, that with respect including a liquidation, other than the sale or other disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company immediately prior to the time of the sale or other disposition, except a) such sale or disposition to any non-qualified deferred compensation that becomes payable on account Person (or group of Persons) who previously was the beneficial owner of more than 50% of the Change in Controlcombined voting power of the Company’s outstanding equity securities regaining beneficial ownership of more than 50% of the combined voting power of the Company’s outstanding equity securities, or b) as resulting from any changes among the transaction or event described in subsection a., b., c. or d. also constitutes a “change in control event,” beneficial owners within the Amneal Group (as defined in Treasury Regulation §1.409A-3(i)(5the Company’s Stockholders Agreement) if required in order for the payment not to violate Section 409A of the Code..voting power of the Company’s outstanding equity securities.
Appears in 1 contract
Samples: Employment Agreement (Amneal Pharmaceuticals, Inc.)
Definition of Change in Control. A “As used in this Agreement, the term "Change in Control” " means any of the occurrences listed in (a) below, subject to (b) and (c) below.
(a) A Change in Control shall be deemed to have occurred if:
a. any “person,” i. Any person or group (as such term is terms are used in connection with Sections 13(d) and 14(d) of the “Exchange Act (other than Act) becomes the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company) is or becomes after the Effective Date the “"beneficial owner” " (as defined in Rule 13d-3 13(d)(3) and 13(d)(5) 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) Corporation representing 4050% or more of the combined voting power of the Company’s Corporation's then outstanding securities; or;
b. during ii. A merger, consolidation, sale of assets, reorganization, or proxy contest is consummated and, as a consequence of which, members of the Corporation's Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter;
iii. During any period of two 24 consecutive years (not including any period prior to the Effective Date)months, individuals who at the beginning of such period constitute the Board, and Board of Directors of the Corporation (including for this purpose 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 subsections a., c. or d. of this Section 15 whose election by the Board or nomination for election by the Company’s Corporation's stockholders was approved by a vote of at least twoone-thirds ( 2/3) half 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, such period) cease for any reason to constitute at least a majority thereofof the Board of Directors; or
c. the consummation of a merger iv. A merger, consolidation or consolidation of the Company reorganization is consummated with any other corporation, other than (A) a merger or consolidation corporation pursuant to which would result in the voting securities shareholders of the Company outstanding Corporation immediately prior thereto continuing to represent the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than fifty percent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% 50%) of the combined voting power of the voting securities entitled to vote in the election of directors of the Company merged, consolidated or reorganized entity.
(b) Notwithstanding the foregoing, no trust department or designated fiduciary or other trustee of such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization trust department of the Company (Corporation or similar transaction) in which no person acquires more than 50% a subsidiary of the combined voting power Corporation, or other similar fiduciary capacity of the Company’s then outstanding securities; or
d. the stockholders Corporation with direct voting control of the Company approve stock shall be treated as a person or group within the meaning of subsection (a)(i) hereof. Further, no profit-sharing, employee stock ownership, employee stock purchase and savings, employee pension, or other employee benefit plan of complete liquidation the Corporation or any of its subsidiaries, and no trustee of any such plan in its capacity as such trustee, shall be treated as a person or group within the Company or an agreement for meaning of subsection (a)(i) hereof.
(c) Notwithstanding anything contained in this Agreement to the sale or disposition by the Company of all or substantially all of the Company’s assets; providedcontrary, that with respect if Executive's employment is terminated prior to any non-qualified deferred compensation that becomes payable on account of the a Change in Control and Executive reasonably demonstrates that such termination was at the request of or in response to a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "Third Party"), and who subsequently effectuates a Change in -9- Control, then for all purposes of this Agreement, the transaction or event described date of a Change in subsection a., b., c. or d. also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for Control shall mean the payment not date immediately prior to violate Section 409A the date of the Code..such termination of Executive's employment.
Appears in 1 contract
Samples: Employment Agreement (Southern Michigan Bancorp Inc)