Common use of Potential Change of Control Clause in Contracts

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.

Appears in 7 contracts

Samples: Employment Continuation Agreement (Baker Michael Corp), Employment Continuation Agreement (Baker Michael Corp), Employment Agreement (Baker Michael Corp)

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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 3020% of the Voting Power of the Company's ’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.

Appears in 2 contracts

Samples: Employment Continuation Agreement (Michael Baker Corp), Employment Continuation Agreement (Michael Baker Corp)

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 Tender Offer (with adequate financing) for securities representing at least 3020% of the Voting Power of the Company's ’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.

Appears in 1 contract

Samples: Employment Continuation Agreement (Westinghouse Air Brake Technologies Corp)

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Potential Change of Control. For the purposes of this Agreement, a Potential Change of Control Control” shall be deemed to have occurred if: (i) a Person commences a tender offer Tender Offer (with adequate financing) for securities representing at least 3020% of the Voting Power of the Company's ’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 or (ii) the Company enters into an agreement the consummation of which would constitute a Change of Control; or 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 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.

Appears in 1 contract

Samples: Employment Continuation Agreement (Westinghouse Air Brake Technologies Corp)

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