Common use of A Change in Control Clause in Contracts

A Change in Control. For the purposes of this Agreement, "Change in ------------------- Control" shall mean: (i) an acquisition of any voting securities of the Employer by any "Person" (as the term person is used for purposes of Section 3(d) or 14(d) of the Securities Exchange Act of 1934 (the "1934 Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-d promulgated under the ▇▇▇▇ ▇▇▇) of 25% or more of either (a) the then outstanding shares of common stock of the Employer, or (b) the combined voting power of the then outstanding voting securities of the Employer entitled to vote generally in the election of directors; (ii) individuals who, as of the Effective Date, constitute the Board of Directors of Employer cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Employer's shareholders, was approved by a vote of at least a majority of the directors then comprising the Board of Directors shall be considered as though such individual were a member of the Board of Directors of Employer as of the Effective Date; (iii) approval by the shareholders of Employer of a reorganization, merger, or consolidation, in each case unless the shareholders of Employer immediately before such reorganization, merger, or consolidation own, directly or indirectly, immediately following such reorganization, merger, or consolidation at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger, or consolidation in substantially the same proportion as their ownership of the voting securities immediately before such reorganization, merger, or consolidation; or (iv) approval by the shareholders of Employer of (a) a complete liquidation or dissolution of the Employer, or (b) the sale or other disposition of all or substantially all of the assets of the Employer.