Special Change in Control means (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a majority-owned subsidiary thereof, J. Xxxxxxx Xxxxx ("Xxxxx") or any affiliate of Xxxxx, becomes the beneficial owner (as defined pursuant to Schedule 13(d) under the Exchange Act) of the Company's securities having twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company, or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are beneficially owned (as defined pursuant to Section 13(d) of the Exchange Act) in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction, or (iii) during any period of two (2) consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two- thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period. The "Effective Date" of such Special Change in Control shall be the earlier of the date on which an event described in (i), (ii), or (iii) occurs, or (iv) if earlier, the date of the occurrence of the approval by the Company's shareholders of an agreement involving the Company, the consummation of which would result in an event described in (i), (ii), or (iii), hereof, or (v) if earlier, the date of occurrence of the acquisition of beneficial ownership (as defined pursuant to Section 13(d) of the Exchange Act), directly or indirectly, by any entity, person or group (other than the Company, majority-owned subsidiary of the Company, Xxxxx or a...
Special Change in Control. (as herein defined) occurs, and whether or not Optionee continues as a director of the Company following the Effective Date (as herein defined) of such Special Change in Control, then, notwithstanding any provision of this Agreement to the contrary, and without limitation, the Optionee will be fully vested with respect to all of the options then covered by this Agreement; such options will be exercisable at the exercise price set forth in the preceding paragraph as may be adjusted pursuant to Section 5(a) hereof, and will terminate as herein provided.
Special Change in Control means (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a majority-owned subsidiary thereof, or Executive and any affiliate of the Executive, becomes the beneficial owner (as defined pursuant to Schedule 13(d) under the Exchange Act) of the Company's securities having twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company, or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company, or such other corporation or entity after such transaction, are beneficially owned (as defined pursuant to Section 13(d) of the Exchange Act) in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction, or (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.
Examples of Special Change in Control in a sentence
Subject to Section 4 and Section 14 below, the Company shall pay the Employee the Special Change in Control Bonus Payment within four (4) business days following the occurrence of a Change in Control.
If a "Special Change in Control" occurs, and whether or not Optionee continues as a director of the Company following the Effective Date of such Special Change in Control, then, notwithstanding any provision of this Agreement to the contrary, and without limitation, this option will become exercisable with respect to all of the Shares subject to this option, at the exercise price set forth in the preceding paragraph as may be adjusted pursuant to Section 5(a) hereof, and will terminate as provided herein.
For all purposes hereof "Special Change in Control" means (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a majority-owned subsidiary thereof, J.
Event Treatment of Option Special Change in Control Rule Vesting: Notwithstanding and without regard to any other provision of this Section 3, if a Change in Control occurs before a Vesting Date and the Option is not assumed, converted or replaced by the continuing entity or successor, the Option will become 100% Vested immediately before the Change in Control.Vested Option Exercisable: N/A, Option must be cashed out in connection with the Change in Control.
Such Participant shall surrender all outstanding Awards to the Company, and all Awards of such Participant shall be canceled.5.4 Special Change in Control Vesting Provisions.
More Definitions of Special Change in Control
Special Change in Control means the first to occur of:
Special Change in Control shall have the same meaning as "Change in Control" except that the reference to "20%" in clause (i) of the definition of "Change in Control" shall be replaced with "50%". The masculine pronoun wherever used herein shall include the feminine except as the context specifically indicates.
Special Change in Control generally means a “change in control”, other than by plan of complete liquidation or dissolution, where in addition, either (1) the beneficial owners of at least 25% of the Voting Stock and the Economic Stock, in the aggregate, held by the beneficial owners holding all of the Voting Stock and the Economic Stock on June 28, 2013 receive in such transaction either cash or securities that are publicly traded on a securities exchange (and not restricted for more than 30 days other than pursuant to applicable law or regulation); or (2) such transaction satisfies the definition of a “change in control” above with “70%” replacing “50%” each time it appears.
Special Change in Control means any person, firm, corporation, partnership, joint venture, other entity or group in respect of which Executive is a participant (as the term "group" is defined in Section 13(d)(3) of the Exchange Act and the rules thereunder on the Effective Date), acquires after the Effective Date (or discloses the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the Effective Date) of the shares of the outstanding stock of any class or classes of Corporation that results in such person, firm, corporation, partnership, joint venture, other entity or group possessing more than a majority of the total voting power of Corporation's outstanding voting securities ordinarily having the right to vote for the election of directors.
Special Change in Control means "Change in Control" as defined in the Employees' Retirement Plan, except that the reference to "20%" in subsection (i) of the definition in such plan shall be replaced with "50%".
Special Change in Control means (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, Pegasus Funds LP or affiliates, Xxxxx Xxxxxxxxx and affiliates, a majority-owned subsidiary thereof, or current Executives and any affiliates, becomes the beneficial owner (as defined pursuant to Schedule 13(d) under the Exchange Act) of the Company's securities having twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company, or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company, or such other corporation or entity after such transaction, are beneficially owned (as defined pursuant to Section 13(d) of the Exchange Act) in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction, or (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.
Special Change in Control shall have the same meanings given to such terms in the Employee's employment agreement dated February 19, 2001 (whether or not that agreement is in effect at the time employment terminates).