Definition of Hostile Change in Control


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).

Examples of Hostile Change in Control in a sentence

This Agreement shall be effective on January 1, 2007 (the Effective Date) and Employees 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).
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.
During the period commencing December 1998, and ending September 30, 2000 (the "Stockholder Approval Period"), or at any time after the occurrence of a Hostile Change in Control, the Stockholders shall have sole authority to direct the Corporation to take the following actions: (i) to undertake any public offering of securities of the Corporation; or (ii) to sell the Corporation as an entirety, whether by merger, consolidation, stock sale, asset sale, or otherwise.
The provisions of this Section 4 shall automatically terminate upon the consummation of a Hostile Change in Control, except for the provisions of Section 4(a), which shall survive such event.
The provisions of this Section 3.02 apply to any Eligible Employee who incurs a Severance following a Hostile Change in Control.