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)
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)
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)