Threatened Change in Control definition

Threatened Change in Control means any bona fide pending tender offer for any class of the Company’s outstanding Shares, or any pending bona fide offer to acquire the Company by merger or consolidation, or any other pending action or plan to effect, or which would lead to, a Change in Control of the Company as determined by the Incumbent Board. A Threatened Change in Control Period shall commence on the first day the actions described in the preceding sentence become manifest and shall end when such actions are abandoned or the Change in Control occurs.

Threatened Change in Control means the determination by the Board, in the exercise of its reasonable business judgment, that a third person has taken steps to effect an actual Change in Control and that such actual Change of Control could occur within 90 days after such determination.

Threatened Change in Control means (i) any publicly disclosed proposal, offer, actual or proposed purchase of stock or other action which, if consummated, would, in the opinion of the Incumbent Board constitute a Change in Control, including the Company entering into an agreement, the consummation of which would result in a Change in Control or (ii) the adoption of a resolution by the Incumbent Board that a Threatened Change in Control has occurred.

Examples of Threatened Change in Control in a sentence

• During a Threatened Change in Control Period and following a Change in Control, any purported termination by the Company or by the Executive shall be communicated by written Notice of Termination to the other.

• A "Threatened Change in Control Period" shall commence on the first day the action described in the preceding sentence become manifest and shall end when such actions are abandoned or the Change in Control occurs.

• The Plan may be terminated or amended at any time by the Board of Directors except during a Threatened Change in Control Period.

• Without limitation, a "Threatened Change in Control" shall be deemed to have occurred when any person or group of persons acquires such ownership of securities of the Company that such person or group files or is required to file Forms 13D and 13G or otherwise files or is required to make a filing pursuant to Regulation 13d under the Securities and Exchange Act of 1934, as amended.

• Notwithstanding anything to the contrary herein, all outstanding Stock Grants shall become immediately vested and all related restrictions shall terminate and expire in the event there is an actual, or Threatened, Change in Control of the Company.

More Definitions of Threatened Change in Control

Threatened Change in Control means the occurrence of any of the following events (but no event other than the following events), except as otherwise provided below: Any Person

Threatened Change in Control means each of the following events (but no event other than the following events), except as otherwise provided below:

Threatened Change in Control means any set of circumstances which in the opinion of the Board, as expressed through a resolution, poses a real, substantial and immediate possibility of leading to a Change in Control.

Threatened Change in Control means the occurrence of one or more of the following events: (i) the Corporation (or any affiliate of the Corporation) entering into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including, without limitation, the Corporation) publicly announcing an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or (iii) the Board notifying Indemnitee in writing that a threat of a Change in Control exists.

Threatened Change in Control means the occurrence of any of the following events: (a) when the Company is aware of or is contemplating, a proposal (a "Proposal") for any Person other than a Related Person (1) to acquire five percent (5%) or more of the voting power of the Company's outstanding securities, or (2) to merge or consolidate with another entity, transfer or sell assets of the Company, or liquidate or dissolve the Company, in each case described in this clause (2) in a transaction that would constitute a Change in Control; or (b) any Person other than a Related Person, (1) acquires five percent (5%) or more of the voting power of the Company's outstanding securities, other than as a holder whose investment in the Company is eligible to be reported on Schedule 13G pursuant to Rule 13d-1(b)(1) promulgated under the 1934 Act, or (2) initiates a tender or exchange offer to acquire such number of securities as would result in such person holding twenty percent (20%) or more of the voting power of the Company's outstanding securities, or (3) solicits proxies for votes to elect members of the Board at a. shareholders' meeting of the Company.

Threatened Change in Control shall occur when: (1) a corporation, person or group initiates a tender offer to acquire such number of shares as would result in such corporation, person or group holding twenty-five percent (25%) or more of the voting power of the Company’s outstanding common shares; or (2) the Board notifies the Trustee in writing that it has determined that a Change in Control is imminent.

Threatened Change in Control means the occurrence of any of the following events: