Change in Control of Employer means the any one of the following with respect to a Participant employed by that Employer:

Change in Control of Employer means (i) the acquisition by a person or an entity or a group of persons and entities, directly or indirectly, of more than fifty (50%) percent of Employer's common stock in a single transaction or a series of transactions (hereinafter referred to as a "50% Change in Control"); (ii) a merger or other form of corporate reorganization resulting in an actual or DE FACTO 50% Change in Control; or (iii) the failure of Applicable Directors (defined below) to constitute a majority of Employer's Board of Directors (the "Board") during any two (2) consecutive year period after the date of this Agreement (the "Two-Year Period"). "Applicable Directors" shall mean those individuals who are members of the Board at the inception of the Two-Year Period and any new director whose election to the Board or nomination for election to the Board was approved (prior to any vote thereon by the shareholders) by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the Two-Year Period at issue or whose election or nomination for election during such Two-Year Period was previously approved as provided in this sentence. If Employee desires to terminate this Agreement pursuant to this Section, Employee must, within ninety (90) days after the occurrence of events giving rise to the Good Reason, provide Employer with a written notice describing the Good Reason in reasonable detail. Such notice shall include the proposed termination date of this Agreement, which must be ninety (90) days from the date of the notice. Upon receipt of such notice from Employee, Employer may, at its option, require Employee to terminate employment at any time in advance of the expiration of such ninety (90) day period. The termination date under this Section 4.7 shall be the date specified by Employer, but in no event more than ninety (90) days after Employer's receipt of notice from Employee as contemplated by this Section 4.7. If (i) Employee terminates this Agreement pursuant to this Section 4.7, or (ii) Employer terminates this Agreement for any reason within twenty-four (24) months after a Change in Control of Employer, then Employee shall be entitled to compensation and/or benefits in accordance with, and subject to, the provisions of Section 5.7 hereof, but shall not be entitled to compensation under any other subsection of Section 5 hereof.

Change in Control of Employer means the occurrence during the Term of any of the following events: (A) Pillowtex Corporation, a Texas corporation ("PILLOWTEX"), is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors ("VOTING STOCK") of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock of Pillowtex immediately prior to such transaction; (B) Pillowtex sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of Pillowtex immediately prior to such sale or transfer; (C) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than an "Excluded Person" as defined below has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 35% or more of the combined voting power of the then-outstanding Voting Stock of Pillowtex; or

Examples of Change in Control of Employer in a sentence

Employer and Executive hereby agree that if there is a Change in Control of Employer, then all of the Options and grants then issued and outstanding to Executive shall automatically and immediately become vested and exercisable (the “Vested Options”).
In addition, this Agreement will be considered terminated, and of no further force and effect, if Executive ceases to be a Board-elected officer or an appointed officer or a key employee (as determined by the Board of Directors of Employer in its sole discretion and reflected in the minutes of Board of Directors after notice to such Executive) of Employer prior to a Change in Control of Employer.
No benefits shall be payable under this Section 6 unless there shall have occurred a Change in Control of Employer, as defined below.
All of Executive's options granted under the Stock Option Plan shall vest immediately upon a Change in Control of Employer or AccuPoll.
In addition, this Agreement will be considered terminated, and of no further force and effect, if Executive ceases to be a Board-elected officer or an appointed officer or a key employee (as determined by the Board of Directors of Employer in its sole discretion and reflected in the minutes of Board of Directors after notice to such Employee) of Employer prior to a Change in Control of Employer.

More Definitions of Change in Control of Employer

Change in Control of Employer means a change in control of Employer of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as enacted and in force on the date hereof, whether or not Employer is subject to such reporting requirement; provided that, without limitation, such a Change of Control shall be deemed to have occurred if (i) any persons, other than those persons in control of Employer on the date hereof, acquires the power, directly or indirectly, to direct the management or policies of Employer or to vote twenty-five percent (25%) or more of any class of voting securities of Employer; or (ii) within any period of three (3) consecutive years during the Term of this Agreement, individuals who at the beginning, of such period constitute the Board of Directors of Employer cease for any reason to constitute at least a majority thereof.

Change in Control of Employer means: a merger transaction or sale of stock by existing shareholders of Employer to a single purchaser or group of affiliated purchasers, as a result of either of which actions shareholders of Employer's voting capital stock immediately prior to such transaction do not own at least a majority of the outstanding shares (or other equivalent evidence of ownership) immediately following such transaction; or, a sale of all or substantially all of Employer's assets to a third party. 15.

Change in Control of Employer means any of the following events:

Change in Control of Employer as used in this section shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), whether or not Employer is then subject to such reporting requirement; provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer representing 25% or more of the combined voting power of Employer then outstanding securities; or (B) during any period of two consecutive years (the "Period"), individuals who at the beginning of the Period constitute the Board, including for this purpose any new director whose election or nomination for election by Employer's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the Period, cease for any reason to constitute a majority thereof.

Change in Control of Employer means (i) the sale, transfer or other exchange of the voting securities of either the Bank or CIB which would result in the ownership or control by any individual or entity of 40% or more of any class of voting security of the Bank or CIB; (ii) any transaction which results in the Bank or CIB being merged or consolidated with another financial institution or corporation that results in less than 60% of resultant bank or corporation's outstanding voting securities being owned in the aggregate by the former shareholders of the Bank or CIB; (iii) any transaction which results in the Bank or CIB substantially selling all of its assets to another financial institution or corporation which is not a wholly owned subsidiary or corporate affiliate of the Bank or CIB; or (iv) during any period of twenty-four (24) consecutive months, at least a majority of the board of directors of either the Bank or CIB ceases to consist of the same individuals who have served continuously on the respective Board since the beginning of such period or whose election, or nomination for election by the respective shareholders, were approved by a vote of at least two-thirds of the directors then still in office who have served continuously on the respective Board since the beginning of the period.

Change in Control of Employer shall be deemed to have occurred when any of the following events shall occur: (i) any person, excluding existing shareholders as of the date of this Agreement, shall acquire, directly or indirectly, beneficial ownership of equity securities of Employer representing in excess of twenty percent (20%) of the outstanding shares of any class of equity securities of Employer (for purposes hereof, “beneficial ownership” shall have the meaning prescribed in Rule 13d-3 promulgated under the Securities Exchange Act of 1934); or (ii) any person who has acquired, directly or indirectly, beneficial ownership of equity securities of Employer (as defined in the preceding clause) representing in excess of twenty percent (20%) of the outstanding shares of any class of equity securities of Employer shall seek to nominate or seek to cause to be elected to the Board of Directors, any person who has not been nominated for election to the Board by a majority of the then incumbent directors of Employer.

Change in Control of Employer definition

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