Definition of Corporate Change in Control


Corporate Change in Control means the happening of any of the following events: (1) the acquisition by any individual, entity or group (an "Entity"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition by virtue of the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was itself acquired directly from the Company), (B) any acquisition by the Company, or (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlled by the Company; or (2) a change in the composition of the Board since September 30, 2007, such that the individuals who, as of such date, constituted the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to September 30, 2007 whose election, or nomination for election by the stockholders of the Company, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person or Entity other than the Board shall not be deemed a member of the Incumbent Board. CAMELOT ENTERTAINMENT GROUP, INC. 2007 STOCK PLAN ADOPTED OCTOBER 1, 2007

Examples of Corporate Change in Control in a sentence

As an Officer of Quanex Building Products Corporation you will be eligible for protection under the provision of the Corporate Change in Control Agreement.
Notwithstanding any other provisions in this Agreement to the contrary, the restrictions applicable to the Restricted Stock, as described in Section 2 hereof, shall lapse with respect to one hundred percent (100%) of the Restricted Stock immediately upon the consummation of a Corporate Change in Control.
In the event of a Corporate Change of Control or Corporate Transaction (each as defined in the Plan) prior to the end of the Performance Period and while the Grantee remains employed by the Company or its Affiliate, the Target Number of RSUs shall become fully vested and non-forfeitable as of the date of the Corporate Change in Control or Corporate Transaction.
Effect of a Corporate Change in Control or Corporate Transaction.
Any RSUs that vest pursuant to this clause (f) shall be paid as soon as practicable after the Corporate Change in Control or Corporate Transaction (and in no case more than seventy-four days after).