Common use of Possible Clause in Contracts

Possible. “Undoing” of a Change in Control. If a report is filed with the SEC disclosing that a person (the “Acquiror”) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s outstanding securities and, as a result of that filing, a Change in Control, as defined in Paragraph 1(a), above, occurs, while Employee is in the employ of the Company, then, as provided in Paragraph 1, above, this Agreement will become immediately operative. However, if: (a) a Change in Control as described in Paragraph 1(a) occurs while Employee is in the employ of the Subsidiary; (b) the Acquiror subsequently transfers or otherwise disposes of sufficient securities of the Company in one or more transactions, to a person or persons other than affiliates of the Acquiror or any persons with whom the Acquiror has agreed to act together for the purpose of acquiring, holding, voting or disposing of securities of the Company, so that, after such transfer or other disposition, the Acquiror is no longer 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; (c) at the time of the subsequent transfer or disposition that reduced the Acquiror’s holdings to less than 10% as provided in (b), immediately above, no other event constituting a Change in Control had occurred; and (d) at the time of the subsequent transfer or other disposition that reduced the Acquiror’s holdings to less than 10%, Employee’s employment with the Subsidiary had not been terminated by the Subsidiary without cause or by Employee for good reason, then, for all purposes of this Agreement, the filing of the report constituting a Change in Control under Paragraph 1(a) shall be treated as if it had not occurred and this Agreement shall return to the status it had immediately before the filing of the report constituting a Change in Control under Paragraph 1(a). Accordingly, if and when a new Change in Control occurs, this Agreement will again become operative on the date of that new Change in Control.

Possible. “Undoingundoing” of a Change in Control. If a report is filed with the SEC disclosing that a person (the “Acquiror”) is or has become a beneficial owner, directly or indirectly, of securities of the Company representing 5025% or more of the combined voting power of the Companycompany’s outstanding securities and, as a result of that filing, a Change in Control, as defined in Paragraph 1(a), above, occurs, while Employee is in the employ of the Company, then, as provided in Paragraph 1, above, this Agreement will become immediately operative. However, if: (a) a Change in Control as described in Paragraph 1(a) occurs while Employee is in the employ of the SubsidiaryCompany; (b) the Acquiror subsequently transfers or otherwise disposes of sufficient securities of the Company in one or more transactions, to a person or persons other than affiliates of the Acquiror or any persons with whom the Acquiror has agreed to act together for the purpose of acquiring, holding, voting or disposing of securities of the Company, so that, after such transfer or other disposition, the Acquiror is no longer 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; (c) at the time of the subsequent transfer or disposition that reduced the Acquiror’s holdings to less than 10% as provided in (b), immediately above, no other event constituting a Change in Control had occurred; and (d) at the time of the subsequent transfer or other disposition that reduced the Acquiror’s holdings to less than 10%, Employee’s employment with the Subsidiary Company had not been terminated by the Subsidiary Company without cause or by Employee for good reason, then, for all purposes of this Agreement, the filing of the report constituting a Change in Control under Paragraph 1(a) shall be treated as if it had not occurred and this Agreement shall return to the status it had immediately before the filing of the report constituting a Change in Control under Paragraph 1(a). Accordingly, if and when a new Change in Control occurs, this Agreement will again become operative on the date of that new Change in Control.