Definition of Potential Change of Control


Potential Change of Control means the earliest to occur of: (i) the date on which Parent executes an agreement or letter of intent, the consummation of the transactions described in which would result in the occurrence of a Change of Control or (ii) the date on which the Board approves a transaction or series of transactions, the consummation of which would result in a Change of Control, and ending when, in the opinion of the Board, the Parent (or the Company) or the respective third party has abandoned or terminated any Potential Change of Control.
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Examples of Potential Change of Control in a sentence

The Executive shall have no specific right to terminate this Agreement or right to any severance payments or other benefits solely as a result of a Change of Control or Potential Change of Control.
For purposes of the preceding sentence, a Change of Control shall be deemed to be threatened for the period beginning on the date of any Potential Change of Control, and ending upon the earlier of: (I) the second anniversary of the date of such Potential Change of Control, (II) the date a Change of Control occurs, or (III) the date the Board or the Committee determines in good faith that a Change of Control is no longer threatened.
A Potential Change of Control remains pending for purposes of receiving payments under this Agreement until the earlier of the occurrence of a Change of Control or a determination by the Board of Directors or a committee thereof (at any time) that a Change of Control is no longer reasonably expected to occur.
If an Employment Period begins on the occurrence of a Potential Change in Control, it will end on the earlier of (i) the date (if any) that the events constituting the Potential Change in Control have been unwound, reversed or concluded such that the events are no longer expected to result in a Change in Control, as determined by the Parent's Board in good faith, or (ii) eighteen (18) months following the Control Change Date to which the Potential Change of Control relates.
Following the occurrence of a Change of Control or Potential Change of Control, the Executive may terminate employment for Good Reason.