Common use of Potential Change of Control Clause in Contracts

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”.