Common use of Change in Effective Control Clause in Contracts

Change in Effective Control. A Change in Control of a company occurs on the date that either: (A) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of interests possessing 35% or more of the total voting power of such ownership interests of the company; or (B) a majority of the members of the board of directors of the company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors prior to the date of the appointment or election; provided, that this subparagraph (b)(2)(B) shall apply only to a company for which no other company is a majority owner;

Appears in 2 contracts

Sources: Supplemental Retirement Agreement (NBT Bancorp Inc), Supplemental Retirement Agreement (Alliance Financial Corp /Ny/)

Change in Effective Control. A Change in Control Either of a company occurs on the date that eitherfollowing occurs: (A) any Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of interests possessing 35stock of the Company and thereby possesses for the first time 30% or more of the total voting power of such ownership interests the stock of the companyCompany; or (B) a A majority of the members of the board Company’s Board of directors of the company Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board Board of directors prior to Directors before the date of the appointment or election; provided, that this subparagraph (b)(2)(B) shall apply only to a company for which no other company is a majority owner;or

Appears in 2 contracts

Sources: Change in Control Agreement (Aurora Oil & Gas CORP), Change in Control Agreement (Aurora Oil & Gas CORP)

Change in Effective Control. A Change change in Control effective control of a company corporation occurs on the date that either: : (Ai) any Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of interests stock of the corporation possessing 35% or more of the total voting power of such ownership interests the stock of the companycorporation; or or (Bii) a A majority of the members of the board of directors of the company corporation is replaced during any 12-12- month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors prior to the date of the appointment or election; provided, that this subparagraph paragraph (b)(2)(Bii) shall apply only to a company corporation for which no other company corporation is a majority owner;shareholder.

Appears in 1 contract

Sources: Adoption Agreement (Emc Insurance Group Inc)

Change in Effective Control. A Change in Control Either of a company occurs on the date that eitherfollowing occurs: (A) any Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of interests stock of the possessing 35for the first time 30% or more of the total voting power of such ownership interests the stock of the companyCompany; or (B) a A majority of the members of the board Company’s Board of directors of the company Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board Board of directors prior to Directors before the date of the appointment or election; provided, that this subparagraph (b)(2)(B) shall apply only to a company for which no other company is a majority owner;or

Appears in 1 contract

Sources: Retention Bonus Agreement (Aurora Oil & Gas CORP)

Change in Effective Control. A Change change in Control effective control of a company corporation occurs on the date that either: (Ai) any Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of interests stock of the corporation possessing 35% or more of the total voting power of such ownership interests the stock of the companycorporation; or (Bii) a A majority of the members of the board of directors of the company corporation is replaced during any 12-12- month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors prior to the date of the appointment or election; provided, that this subparagraph paragraph (b)(2)(Bii) shall apply only to a company corporation for which no other company corporation is a majority owner;shareholder.

Appears in 1 contract

Sources: Executive Nonqualified Excess Plan (Werner Enterprises Inc)

Change in Effective Control. A Change in Control of a company occurs on the date that either: Either (Aa) any one person, or more than one person acting as a groupgroup (as determined under Section 1(c)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of interests stock of the Parent possessing 35% or more of the total voting power of such ownership interests the stock of the company; or Parent, or (Bb) a majority of the members of the Parent’s board of directors of the company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Parent’s board of directors prior to the date of the appointment or election; provided, that this subparagraph (b)(2)(B) shall apply only to a company for which no other company is a majority owner;

Appears in 1 contract

Sources: Employment Agreement (Apollo Gold Corp)