Hostile Change in Control definition

Hostile Change in Control means any Change in Control described in Section 2.4(ii) that is not approved or recommended by the Board.

Hostile Change in Control mean individuals who are Continuing Directors cease to constitute a majority of the members of the Board ("Continuing Directors" for this purpose being the members of the Board on the date of this Agreement, provided that any person becoming a member of the Board subsequent to such date whose election or nomination for election was supported by two-thirds of those directors who were Continuing Directors at that time of the election or nomination shall be deemed to be c Continuing Director).

Hostile Change in Control means a transaction, event or election constituting a Change in Control, which was not approved by, or, in an election, the directors elected were not nominated by, at least two-thirds of the members of the Board of Directors of the Corporation in office immediately prior to the Change in Control who have not died or become permanently disabled.

Examples of Hostile Change in Control in a sentence

• In the event of a Hostile Change in Control, each of the foregoing actions shall occur automatically upon the occurrence of such Hostile Change in Control.

• In the event of a Hostile Change in Control, this Agreement shall be automatically extended for a period of three years, commencing upon the expiration date set forth in the immediately preceding sentence.

• Except as otherwise provided in an applicable agreement, upon the occurrence of a Change in Control (other than a Hostile Change in Control), the Committee may elect to provide that all outstanding Options and SARs shall immediately vest and become exercisable, each Deferral Period and Restriction Period shall immediately lapse or all shares of Deferred Stock subject to outstanding Awards shall be issued and delivered to the Holder.

• This Agreement shall be effective on JUNE 1, 2002 (the "Effective Date") and shall expire in the absence of a Hostile Change in Control on the fifth anniversary of such date, unless extended by agreement of Employee and the Employer.

• This Agreement shall be effective on January 1, 2007 (the “Effective Date”) and Employee’s term of employment under this Agreement shall expire, in the absence of a Hostile Change in Control, on the fifth anniversary of such date (the “Expiration Date”).

More Definitions of Hostile Change in Control

Hostile Change in Control means any Change in Control that is not approved or recommended by the Board.

Hostile Change in Control means any Change in Control other than an Approved Change in Control.

Hostile Change in Control means a change of control that results from an unsolicited proposal that is not approved by a majority of the Continuing Directors (as defined below) prior to disclosure of such proposal for a Change in Control or if such disclosure is made without the prior approval of a majority of the disinterested directors. Any reference in this Agreement to a Change in Control includes any Hostile Change in Control unless specifically noted otherwise.

Hostile Change in Control means any Change in Control that was not approved in ------------------------- advance by the Board.

Hostile Change in Control means the individuals who are Continuing Directors cease to constitute a majority of the members of the Board (“Continuing Directors” for this purpose are the members of the Board on the date of this Agreement, provided that any person who becomes a member of the Board subsequent to such date whose election or nomination for election is supported by two-thirds of those directors who were Continuing Directors at that time of the election or nomination shall be deemed to be a Continuing Director).

Hostile Change in Control means the occurrence of an event as contemplated in paragraph (i) above. A "Friendly Change in Control" shall mean any Change in Control that is not a Hostile Change in Control.

Hostile Change in Control means a Change in Control that a majority of the Incumbent Board has not determined to be in the best interests of the Company and its shareholders.