Common use of No Change in Control Clause in Contracts

No Change in Control. Notwithstanding the provisions of Section 5.6, the following shall not constitute a Change in Control: (a) If the sole purpose of the transaction is to change the state of the Employer’s incorporation or to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; (b) If Employer’s stockholders of record as constituted immediately prior to the transaction will, immediately after the transaction (by virtue of securities issued as a consideration for Employer’s capital stock or assets or otherwise), hold more than 50% of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c) An underwritten public offering of Employer’s common stock, if Employer’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than 50% of the combined voting power of Employer’s outstanding securities; (d) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than 50% of the outstanding capital stock of Employer, have the right to vote more than 50% of the outstanding voting stock of Employer, or have the right to elect a majority of the Board; or (e) If Employee is a member of a group that acquires control of Employer in an event that would otherwise be a Change in Control, such event shall not be deemed a Change in Control and Employee shall have no right to benefits hereunder as a result of such event; provided, however, that Employee shall not be deemed a member of any acquiring group solely by virtue of his continued employment or ownership of stock or stock options following a Change in Control.

No Change in Control. Notwithstanding the provisions of Section 5.64(f), the following shall not constitute a Change in Control: (a1) If the sole purpose of the transaction is to change the state of the EmployerCompany’s incorporation or to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; (b2) If EmployerCompany’s stockholders of record as constituted immediately prior to the transaction will, immediately after the transaction (by virtue of securities issued as a consideration for EmployerCompany’s capital stock or assets or otherwise), hold more than 50% of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c3) An underwritten public offering of EmployerCompany’s common stock, if EmployerCompany’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than 50% of the combined voting power of EmployerCompany’s outstanding securities; (d4) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than at least 50% of the outstanding capital stock of EmployerCompany, have the right to vote more than at least 50% of the outstanding voting stock of EmployerCompany, or have the right to elect a majority of the Board; or (e5) If Employee Chairman is a member of a group that acquires control of Employer Company in an event that would otherwise be a Change in Control, such event shall not be deemed a Change in Control and Employee Chairman shall have no right to benefits hereunder as a result of such event; provided, however, that Employee Chairman shall not be deemed a member of any acquiring group solely by virtue of his Chairman’s continued employment or ownership of stock or stock options following a Change in Control.

No Change in Control. Notwithstanding the provisions of Section 5.6, the following shall will not constitute a Change in Control: (a) If the sole purpose of the transaction is to change the state of the EmployerCompany’s incorporation or to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; (b) If EmployerCompany’s stockholders of record as constituted immediately prior to the transaction will, immediately after the transaction (by virtue of securities issued as a consideration for EmployerCompany’s capital stock or assets or otherwise), hold more than 50% of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c) An underwritten public offering of EmployerCompany’s common stock, if EmployerCompany’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than 50% of the combined voting power of EmployerCompany’s outstanding securities; (d) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than 50% of the outstanding capital stock of EmployerCompany, have the right to vote more than 50% of the outstanding voting stock of EmployerCompany, or have the right to elect a majority of the Board; or (e) If Employee Executive is a member of a group that acquires control of Employer Company in an event that would otherwise be a Change in Control, such event shall will not be deemed a Change in Control and Employee shall Executive will have no right to benefits hereunder as a result of such event; provided, however, that Employee shall Executive will not be deemed a member of any acquiring group solely by virtue of his continued employment or ownership of stock or stock options following a Change in Control.

No Change in Control. Notwithstanding the provisions of Section 5.65.4 above, the following shall not constitute a Change in Control: (a) If the sole purpose of the transaction is to change the state of the Employer’s incorporation or to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; (b) If Employer’s stockholders of record as constituted immediately prior to the transaction will, immediately after the transaction (by virtue of securities issued as a consideration for Employer’s capital stock or assets or otherwise), hold more than fifty percent (50% %) of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c) An underwritten public offering of Employer’s common stock, if Employer’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than fifty percent (50% %) of the combined voting power of Employer’s outstanding securities; (d) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than fifty percent (50% %) of the outstanding capital stock of Employer, have the right to vote more than fifty percent (50% %) of the outstanding voting stock of Employer, or have the right to elect a majority of the Board; or (e) If Employee is a member of a group that acquires control of Employer in an event that would otherwise be a Change in Control, such event shall not be deemed a Change in Control and Employee shall have no right to benefits hereunder as a result of such event; provided, however, that Employee shall not be deemed a member of any acquiring group solely by virtue of his continued employment or ownership of stock or stock options following a Change in Control.

No Change in Control. Notwithstanding Not permit (i) any "person" or "group" of persons (within the provisions meaning of Section 5.613(d) of the Securities Exchange Act of 1934, as amended) to obtain ownership or control after the following shall not Closing Date on a fully diluted basis, in one or more series of transactions, of more than thirty percent (30%) of the capital stock and thirty percent (30%) of the voting power of the Borrower entitled to vote in the election of members of the board of directors of the Borrower; (ii) individuals who at the beginning of any period of two (2) consecutive calendar years constituted the board of directors of the Borrower (together with any new directors whose election by the board of directors or whose nomination for election by the Borrower's shareholders was approved by a vote of a least two-thirds of the members of the board of directors at the beginning of such period or whose election or nomination for election was previously so approved) to cease for any reason to constitute a Change in Control: (a) If the sole purpose majority of the transaction is to change the state members of the Employer’s incorporation board of directors of the Borrower then in office; (iii) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; any such "person" (b) If Employer’s stockholders of record as constituted immediately prior other than to the transaction will, Borrower or a Wholly-Owned Subsidiary); (iv) the merger or consolidation of the Borrower with or into another corporation or the merger of another corporation with or into the Borrower with the effect that immediately after such transaction any "person" or "group" of persons or entities shall have become the transaction (by virtue beneficial owner of securities issued as of the surviving corporation of such merger or consolidation representing a consideration for Employer’s capital stock or assets or otherwise), hold more than 50% majority of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c) An underwritten public offering of Employer’s common stock, if Employer’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than 50% securities of the combined voting power of Employer’s outstanding securities; (d) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than 50% of the outstanding capital stock of Employer, have surviving corporation ordinarily having the right to vote more than 50% in the election of directors; or (v) the adoption of a plan relating to the liquidation or dissolution of the outstanding voting stock Borrower (each event described in the preceding clauses (i) through (v) of Employerthis Section 7.12, or have the right to elect a majority of the Board; or (e) If Employee is a member of a group that acquires control of Employer in an event that would otherwise be a "Change in Control, such event shall not be deemed a Change in Control and Employee shall have no right to benefits hereunder as a result of such event; provided, however, that Employee shall not be deemed a member of any acquiring group solely by virtue of his continued employment or ownership of stock or stock options following a Change in Control").

No Change in Control. Notwithstanding the provisions of Section 5.65.6 above, the following shall not constitute a Change in Control: (a) If the sole purpose of the transaction is to change the state of the Employer’s incorporation or to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; (b) If Employer’s stockholders of record as constituted immediately prior to the transaction will, immediately after the transaction (by virtue of securities issued as a consideration for Employer’s capital stock or assets or otherwise), hold more than fifty percent (50% %) of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c) An underwritten public offering of Employer’s common stock, if Employer’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than fifty percent (50% %) of the combined voting power of Employer’s outstanding securities; (d) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than fifty percent (50% %) of the outstanding capital stock of Employer, have the right to vote more than fifty percent (50% %) of the outstanding voting stock of Employer, or have the right to elect a majority of the Board; or (e) If Employee is a member of a group that acquires control of Employer in an event that would otherwise be a Change in Control, such event shall not be deemed a Change in Control and Employee shall have no right to benefits hereunder as a result of such event; provided, however, that Employee shall not be deemed a member of any acquiring group solely by virtue of his continued employment or ownership of stock or stock options following a Change in Control.

No Change in Control. Notwithstanding the provisions of Section 5.6, the following shall not constitute a Change in Control: (a) If the sole purpose of the transaction is to change the state of the Employer’s incorporation or to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; (b) If Employer’s stockholders of record as constituted immediately prior to the transaction will, immediately after the transaction (by virtue of securities issued as a consideration for Employer’s capital stock or assets or otherwise), hold more than 50% fifty percent (50.0%) of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c) An underwritten public offering of Employer’s common stock, if Employer’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than 50% fifty percent (50.0%) of the combined voting power of Employer’s outstanding securities; (d) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than 50% fifty percent (50.0%) of the outstanding capital stock of Employer, have the right to vote more than 50% fifty percent (50.0%) of the outstanding voting stock of Employer, or have the right to elect a majority of the Board; or (e) If Employee is a member of a group that acquires control of Employer in an event that would otherwise be a Change in Control, such event shall not be deemed a Change in Control and Employee shall have no right to benefits hereunder as a result of such event; provided, however, that Employee shall not be deemed a member of any acquiring group solely by virtue of his continued employment or ownership of stock or stock options following a Change in Control.

No Change in Control. Notwithstanding the provisions of Section 5.6, the following shall not constitute a Change in Control: (a) If the sole purpose of the transaction is to change the state of the EmployerCompany’s incorporation or to create or eliminate a holding company that will be owned in substantially the same proportions by the same beneficial owners as before the transaction; (b) If EmployerCompany’s stockholders of record as constituted immediately prior to the transaction will, immediately after the transaction (by virtue of securities issued as a consideration for EmployerCompany’s capital stock or assets or otherwise), hold more than 50% of the combined voting power of the surviving or acquiring entity’s outstanding securities; (c) An underwritten public offering of EmployerCompany’s common stock, if EmployerCompany’s stockholders of record as constituted immediately prior to the offering will, immediately after the offering, continue to hold more than 50% of the combined voting power of EmployerCompany’s outstanding securities; (d) The private placement of preferred or common stock, or the issuance of debt instruments convertible into preferred or common stock, for fair market value as determined by the Board, provided the acquiring person does not as a result of the transaction own more than 50% of the outstanding capital stock of EmployerCompany, have the right to vote more than 50% of the outstanding voting stock of EmployerCompany, or have the right to elect a majority of the Board; or (e) If Employee Executive is a member of a group that acquires control of Employer Company in an event that would otherwise be a Change in Control, such event shall not be deemed a Change in Control and Employee Executive shall have no right to benefits hereunder as a result of such event; provided, however, that Employee Executive shall not be deemed a member of any acquiring group solely by virtue of his continued employment or ownership of stock or stock options following a Change in Control.