Change of Control Defined Sample Clauses

Change of Control Defined. For purposes of this Agreement, a “Change of Control” shall mean:
Change of Control Defined. Change of Control" shall mean:
Change of Control Defined. For purposes of this Agreement, a Change of Control shall be deemed to have occurred in the event of:
Change of Control Defined. For purposes of this Agreement, a “Change of Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assetsof the Company during the Term, as determined in accordance with this Section 7(b). In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, the following provisions shall apply:
Change of Control Defined. For purposes of this Section, the termChange of Control” shall mean the occurrence of one or more of the following events:
Change of Control Defined. For purposes of this Agreement, a "Change of Control" means the first of the following events to occur following the date hereof:
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Change of Control Defined. For purposes of this Agreement, a "Change of Control" will be deemed to have occurred upon the earliest to occur of the following events:
Change of Control Defined. For purposes of this Agreement, the term Change of Control shall mean and include the following transactions or situations:
Change of Control Defined. For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the transaction is of a nature that would be required to be reported in response to Item l(a) of the Current Report on Form 8-K, as in effect on January 1, 2003, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, such a “Change of Control” shall be deemed to have occurred if: (i) a third Person, including a “group” as such term is used in Section 13(d)(3) of the Exchange Act, other than the trustee of any employee benefit plan of the Corporation, becomes the beneficial owner, directly or indirectly, of 35% or more of the combined voting power of the Corporation’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Corporation; (ii) during any period of twenty-four (24) consecutive months individuals who, at the beginning of such consecutive twenty-four (24) month period, constitute the Board of Directors of the Corporation (the “Board”) cease for any reason (other than retirement upon reaching normal retirement age, disability, or death) to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least three quarters of the directors comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the Corporation shall cease to be a publicly owned corporation having its outstanding Common Stock listed on the New York Stock Exchange or quoted in the NASDAQ National or Small Cap Market System, except where the delisting is related to a private purchase of the Corporation’s stock by a group consisting of the Corporation’s current officers. For these purposes, a “Change of Control” also shall not be deemed to have occurred where, with respect to any transaction otherwise constituting a “Change of Control,” Executive is reasonably expected to maintain his existing position as President and CEO with the Corporation. For these purposes, Incumbent Board means the Board as in existence twenty-four (24) months prior to the date the action is being considered. Notwithstanding the foregoing, if the Incumbent Board specifically determines that any transaction does not constitute a Change of Control for...
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