Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:
(1) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(2) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;
(3) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or
(4) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
Potential Change in Control" of the Corporation shall be deemed to have occurred if:
(i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or
(iii) the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Potential Change in Control of the Corporation has occurred.
Potential Change in Control" shall be deemed to have occurred if the event stated in any one of the following paragraphs shall have occurred:
(i) SAFECO enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(ii) SAFECO or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;
(iii) any Person becomes the Beneficial Owner, directly or indirectly, of securities of SAFECO representing 10% or more of either the then outstanding shares of common stock of SAFECO or the combined voting power of the SAFECO's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from SAFECO or its affiliates); or
(iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
Examples of Potential Change in a sentence
The Executive shall have no specific right to terminate this Agreement or right to any severance payments or other benefits solely as a result of a Change of Control or Potential Change of Control.
With respect to this Agreement, the Board adopts a resolution declaring that a Potential Change in Control has occurred.
After a Change in Control Date or a Potential Change in Control Date, this Agreement may only be terminated with the consent of Employee.
The Company agrees that, if there is a Potential Change in Control or a Change of Control and if Indemnitee requests in writing that Special Counsel be the Reviewing Party, then Special Counsel shall be the Reviewing Party.
After a Change in Control Date or a Potential Change in Control Date, this Agreement may only be amended or terminated in writing with the consent of Employee.
More Definitions of Potential Change
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, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, 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 Voting Securities, increases such person's beneficial ownership of such securities by five percentage points or more over the initial percentage of such securities equal to or exceeding 9.5% so owned by such person; or (iv) the Board of Directors of the Company adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:
Potential Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:
(I) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(II) the Company or any Person 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 10% or more of the combined voting power of the Company's then outstanding securities, increases such Person's beneficial ownership of such securities by 5% or more over the percentage so owned by such Person on the date hereof unless such Person has reported or is required to report such ownership (but less than 25%) on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the common shares) and, within 10 business days of being requested by the Company to advise it regarding the same, certifies to the Company that such Person acquired such securities of the Company in excess of 14.9% inadvertently and who, together with its affiliates, thereafter does not acquire additional securities while the Beneficial Owner of 15% or more of the securities then outstanding; provided, however, that if the Person requested to so certify fails to do so within 10 business days, then such occurrence shall become a Potential Change in Control immediately after such 10 business day period; or
(IV) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
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, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5 percent or more of the combined voting power of the Company's then outstanding Voting Securities, increases his beneficial ownership of such securities by five percentage points or more over the percentage so owned by such person; or (iv) the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential change in Control has occurred. (i) "Reviewing Party" shall be (i) the Board of Directors acting by majority vote of directors who are not parties to the particular Claim with respect to which Indemnitee is seeking indemnification, even through less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, (A) by independent legal counsel in a written opinion that indemnification is proper in the circumstances because the indemnification is not precluded by circumstances described in the last sentence of Section 2 of this Agreement and the Applicable Standard of Conduct set forth in Section 145 of the DGCL has been met by the Indemnitee or (B) the shareholders upon a finding that the Indemnitee has met the Applicable Standard of Conduct referred to in clause (iii)(A) of this definition. (j) "Voting Securities" shall mean any securities of the Company which vote generally in the election of directors. 2.
Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (I) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Con- trol; (II) the Company or any Person pub- licly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (III) any Person becomes the Benefi- cial Owner, directly or indirectly, of securi- ties of the Company representing 10% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securi- ties; or (IV) the Board adopts a resolution to the effect that, for purposes of this Agree- ment, a Potential Change in Control has oc- curred. (S) "Retirement" shall be deemed the reason for the termination of the Executive's employment if such employment is terminated in accordance with the Company's retirement policy generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrange- ment established with the Executive's consent with re- spect to the Executive. (T) "Severance Payments" shall mean those payments described in Section 6.1 hereof. (U) "Total Payments" shall mean those payments described in Section 6.2 hereof. ORANGE AND ROCKLAND UTILITIES, INC. By: Name: James F. O'Grady, Jr. Title: Chairman of txx Compensation Committee Larry S. Brodsky XXHIBIT A ILLUSTRATION 1 Facts: Executive has been employed for either (i) 3 years or (ii) 8 years (i.e., he has 3 or 8 years of Service, respectively, under the SERP) and his termination of employment is either (i) by the Company for Cause, (ii) by him other than for Good Reason or (iii) by reason of death or Disability. Result and Explanation: The Executive's years of Service for purposes of deter- mining the Executive's Benefit Formula Percentage under the SERP is equal to 6 and 8, respectively, i.e., 2 times the number of the Executive's actual years of Service under the SERP. The Executive's years of Service for purposes of Section 2(8) of the SERP (relating to the extent to which incen- tive compensation is included in the calculation of benefits under the SERP) is 13 and 18, respectively, i.e., the sum of (i) 10 and (ii) 3 and 8, respectively. ILLUSTRATION 2
Potential Change in-Control" shall be deemed to have occurred if(i) Bank or Parent enters into a letter of intent, memorandum of understanding or definitive agreement providing for, or publicly announces that it is considering, one (1) or more transactions, the consummation of which would result in the occurrence of a Change-in-Control; (ii) any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change-in-Control; or (iii) the Board of Directors of Bank or Parent adopts a resolution to the effect that a Potential Change-in-Control has occurred for purposes of this Agreement.
Potential Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (I) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (II) the Company or any Person publicly announces an intention to take or to