Potential Change of Control. For the purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if:
(i) a Person commences a tender offer (with adequate financing) for securities representing at least 15% of the Voting Power of the Company's securities;
(ii) the Company enters into an agreement the consummation of which would constitute a Change of Control;
(iii) proxies for the election of directors of the Company are solicited by anyone other than the Company; or
(iv) any other event occurs which is deemed to be a Potential Change of Control by the Board. Notwithstanding the foregoing, if, after a Potential Change of Control and before a Change of Control, the Board makes a good faith determination that such Potential Change of Control will not result in a Change of Control, the Board may nullify the effect of the Potential Change of Control (a "Nullification") by resolution (a "Nullification Resolution"), in which case the Executive shall have no further rights and obligations under this Agreement by reason of such Potential Change of Control; provided, however, that if the Executive shall have delivered a Notice of Termination (within the meaning of Section 6(f) hereof) prior to the date of the Nullification Resolution, such Resolution shall not effect the Executive's rights hereunder. If a Nullification Resolution has been adopted and the Executive has not delivered a Notice of Termination prior thereto, the Effective Date for purposes of this Agreement shall be the date, if any, during the term hereof on which another Potential Change of Control or any actual Change of Control occurs.
Potential Change of Control. For the purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if:
(i) a Person commences a tender offer (with adequate financing) for securities representing at least 30% of the Voting Power of the Company's securities or announces or otherwise makes known a bona fide intent to commence such a tender offer, excepting any offers that, if completed, would result in an acquisition not constituting a Change of Control; or
(ii) the Company enters into an agreement the consummation of which would constitute a Change of Control; or
(iii) there is commenced a solicitation of proxies for the election of directors of the Company by anyone other than the Company which solicitation, if successful, would effect a Change of Control; or
(iv) any other event occurs which is deemed to be a Potential Change of Control by the Board in its reasonable determination after a consideration of relevant facts and circumstances.
Potential Change of Control. For the purposes of this Agreement, a “Potential Change of Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Act) commences a tender offer for common stock, which if consummated, would result in such person owning 35% or more of the combined voting power of the Company’s then outstanding common stock; (ii) the Company enters into an agreement the consummation of which would constitute a Change of Control; (iii) proxies for the election of directors of the Company are solicited by anyone other than the Company; or (iv) any other event occurs which is deemed to be a Potential Change of Control by the Board of Directors of the Company.
Potential Change of Control. For the purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if: (i) a Person commences a tender offer, which if successfully consummated, would result in such Person being the beneficial owner of at least 20% of the Voting Securities; (ii) the Company enters into an agreement the consummation of which shall constitute a Change of Control; (iii) proxies for the election of directors of the Company are solicited by anyone other than the Company; or (iv) any other event occurs which is deemed to be a Potential Change of Control by the Board.
Potential Change of Control. Potential Change of Control means the earliest to occur of
(i) the execution of a definitive agreement or letter of intent, in which the consummation of the transactions described would result in a Change of Control;
(ii) the approval by the Board of a transaction or series of transactions, the consummation of which would result in a Change of Control; or
(iii) the public announcement of a tender offer for the Company’s voting stock, the completion of which would result in a Change of Control; provided, that no such event shall be a “Potential Change of Control” unless
(iv) in the case of any agreement or letter of intent described in clause (i), the transaction described therein is subsequently consummated by the Company and the other party or parties to such agreement or letter of intent and thereupon constitutes a “Change of Control”;
(v) in the case of any Board-approved transaction described in clause (ii), the transaction so approved is subsequently consummated and thereupon constitutes a “Change of Control”; or
(vi) in the case of any tender offer described in clause (iii), such tender offer is subsequently completed and such completion thereupon constitutes a “Change of Control”.
Potential Change of Control. For purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (iv) the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Potential Change in Control has occurred. In the event of a Potential Change in Control the Executive will remain in the employ of the Company until the earliest of (x) a date which is six (6) months from the occurrence of such Potential Change in Control, or (y) the occurrence of a Change in Control.
Potential Change of Control. For the purposes of this Agreement, a --------------------------- Potential Change of Control shall be deemed to have occurred if:
Potential Change of Control shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii) any Person (including the Company) publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change of Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change of Control has occurred.
Potential Change of Control. For the purposes of this Agreement, a "Potential Change of Control" shall mean the happening of any of the following:
Potential Change of Control. For the purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if:
(i) a Person commences a tender offer (with adequate financing) for securities representing at least 51% of the Voting Power of the Company's securities or announces or otherwise makes known a bona fide intent to commence such a tender offer, excepting any offers that, if completed, would result in an acquisition not constituting a Change of Control; or
(ii) the Company enters into an agreement the consummation of which would constitute a Change of Control; or
(iii) there is commenced a solicitation of proxies for the election of directors of the Company by anyone other than the Company which solicitation, if successful, would effect a Change of Control.
