Threatened Change in Control definition

Threatened Change in Control means any bona fide pending tender offer for any class of the Company’s outstanding Shares, or any pending bona fide offer to acquire the Company by merger or consolidation, or any other pending action or plan to effect, or which would lead to, a Change in Control of the Company as determined by the Incumbent Board. A Threatened Change in Control Period shall commence on the first day the actions described in the preceding sentence become manifest and shall end when such actions are abandoned or the Change in Control occurs.

Threatened Change in Control means (i) the determination by the Board, in the exercise of its reasonable business judgment, that a third person has taken steps to effect an actual Change in Control and that such actual Change of Control could occur within 120 days after such determination, or (ii) the Company has entered into a definitive agreement with any third person that, upon the consummation of the transactions contemplated thereby, will result in an actual Change in Control.

Threatened Change in Control means (i) any publicly disclosed proposal, offer, actual or proposed purchase of stock or other action which, if consummated, would, in the opinion of the Incumbent Board constitute a Change in Control, including the Company entering into an agreement, the consummation of which would result in a Change in Control or (ii) the adoption of a resolution by the Incumbent Board that a Threatened Change in Control has occurred.

Examples of Threatened Change in Control in a sentence

• During a Threatened Change in Control Period and following a Change in Control, any purported termination by the Company or by the Executive shall be communicated by written Notice of Termination to the other.

• Notwithstanding the provisions of Section 13.1, the Trustee may not be removed as trustee of any Trust after a Change in Control or during a Threatened Change in Control Period without the written consent of at least two-thirds in number of the Participants who are, or who may become, entitled to receive payments from such Trust.

• After a Change in Control or during a Threatened Change in Control Period, such appointment of a successor trustee shall be approved in writing by at least two-thirds in number of the Participants who are or may become entitled to receive payments from such Trust.

• Prior to a Change in Control (but not during a Threatened Change in Control Period), a Company may, by written notice to the Trustee, direct the Trustee to pay to such Company, out of the Trust Fund for such Company's Trust, such amount as is specified in the notice.

• The net investment gains and losses of each Trust Fund for each calendar year that ends prior to a Change in Control but not during a Threatened Change in Control shall be allocated by the Trustee, as of the last Valuation Date occurring in such year, among the Plan Accounts and Participant Accounts maintained within such Trust, in such manner as the Applicable Company shall specify in written instructions furnished by it to the Trustee.

More Definitions of Threatened Change in Control

Threatened Change in Control means the occurrence of any of the following events (but no event other than the following events), except as otherwise provided below: Any Person

Threatened Change in Control means each of the following events (but no event other than the following events), except as otherwise provided below:

Threatened Change in Control means the occurrence of any of the following events:

Threatened Change in Control means any set of circumstances which in the opinion of the Board, as expressed through a resolution, poses a real, substantial and immediate possibility of leading to a Change in Control.

Threatened Change in Control means the occurrence of one or more of the following events: (i) the Corporation (or any affiliate of the Corporation) entering into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including, without limitation, the Corporation) publicly announcing an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or (iii) the Board notifying Indemnitee in writing that a threat of a Change in Control exists.

Threatened Change in Control shall occur when:

Threatened Change in Control means any of the following events (whether occurring before, on or after the date hereof):