Common use of DEFINITIONS OF CHANGE OF CONTROL Clause in Contracts

DEFINITIONS OF CHANGE OF CONTROL. A "Change in Control" is deemed to occur upon any of the following events: (i) any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) under the Securities Exchange Act of 1934), directly or indirectly, of securities of SEEC representing 50% or more of the combined voting power of SEEC's then outstanding voting securities; (ii) the individuals who as of the date of this Agreement are members of the Board of Directors of SEEC (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board of Directors of SEEC (provided, however, that if the election, or nomination for election by SEEC's shareholders, of any new director was approved by a vote of a least a majority of the Incumbent Board, such new director will, be considered as