Common use of Change in Control Defined Clause in Contracts

Change in Control Defined. A Change in Control of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if: (i) after giving effect to such offer such corporation, person, other entity or group would own 50% or more of the Voting Stock of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s assets to any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing Directors cease to comprise a majority of the Company’s Board of Directors.

Change in Control Defined. A Change in Control of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if: (i) after giving effect to such offer such corporation, person, other entity or group would own 50% or more of the Voting Stock of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person person, other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger merge or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s 's assets to any corporation, person, other entity or group (other than that the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s 's Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing Directors cease to comprise a majority of the Company’s 's Board of Directors.

Change in Control Defined. A For purposes of this Agreement, a “Change in Control Control” means any one or more of the following events: (1) When the individuals who, at the beginning of any period of two years or less, constituted the Board cease, for any reason, to constitute at least a majority thereof unless the election or nomination for election of each new director was approved by the vote of at least two thirds of the directors then still in office who were directors at the beginning of such period; (2) A change of control of the Parent or the Company through a transaction or series of transactions, such that any person (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 (1934 Act”)), excluding affiliates of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock as of the Company if: Effective Date, is or becomes the beneficial owner (ias that term is used in Section 13(d) after giving effect to such offer such corporationof the 1▇▇▇ ▇▇▇) directly or indirectly, person, other entity or group would own 50of securities of the Parent representing 20% or more of the Voting Stock combined voting power of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person other entity Parent’s then outstanding securities or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders securities of the Company approve representing a definitive agreement to merger or consolidate majority of the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all combined voting power of the Company’s assets to any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummatedthen outstanding securities; (c3) if any corporationAny merger, personconsolidation or liquidation of the Parent in which the Parent is not the continuing or surviving company or pursuant to which stock would be converted into cash, securities or other property, other entity than a merger of the Parent in which the holders of the shares of stock immediately before the merger have the same proportionate ownership of common stock of the surviving company immediately after the merger; (4) Any merger, consolidation or group (other than liquidation of Company with non-affiliated parties in which the Company is not the continuing or any of its wholly owned subsidiariessurviving company or pursuant to which Company’s stock would be converted into cash, securities or other property; (5) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more The shareholders of the Voting Stock Parent or Company approve any plan or proposal for the liquidation or dissolution of Parent or the Company; or (d6) if during any period of two consecutive years Continuing Directors cease to comprise a majority Substantially all of the Company’s Board assets of Directorsthe Parent or Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Code) in which Company is a member at the Relevant Date.

Change in Control Defined. A Change in Control of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if: (i) after giving effect to such offer such corporation, person, other entity or group would own 50% or more of the Voting Stock of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person person, other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger merge or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or of substantially all of the Company’s 's assets to any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s 's Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing Directors cease to comprise a majority of the Company’s 's Board of Directors.

Change in Control Defined. A For purposes of this Agreement, a "Change in Control of Control" shall be deemed to occur in the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company iffollowing situations: (i) after giving effect to in the event any "person" (as such offer term is used in paragraphs 13(d) and 14(d) of the Exchange Act) or more than one such corporation, personperson acting as a group, other entity than a trustee or group would own 50% other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company, in a transaction or a series of transactions, representing thirty percent (30%) or more of the Voting Stock combined voting power of the Company's then outstanding securities ordinarily having the right to vote for the election of directors of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s assets to any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing during the Employment Period, individuals who at the beginning of the Employment Period constitute the Board of Directors of the Company cease for any reason to comprise constitute at least a majority thereof, unless the election, or the nomination for election by the Company's stockholders, of each director who was not a director at the beginning of the Employment Period has been approved in advance by directors representing at least two-thirds of the directors then in office who were (A) directors at the beginning of the Employment Period, or (B) previously approved in accordance with this subparagraph (ii); (iii) the Company sells or otherwise disposes of all or substantially all of its assets; and (iv) the Company participates in a merger or consolidation and, immediately following the consummation of such merger or consolidation, the Company’s Board 's stockholders prior to such merger or consolidation do not own 50% or more of Directorsthe voting shares of stock of the surviving or successor corporation.

Change in Control Defined. A Change in Control of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if: (i) after giving effect to such offer such corporation, person, other entity or group would own 5025% or more of the Voting Stock of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person person, other entity or group has secured all required regulatory approvals to own or control 5025% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger merge or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s 's assets to any corporation, person, other entity or group (other than that the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act Company's Articles of 1934Incorporation) of stock representing 5025% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing Directors cease to comprise a majority of the Company’s 's Board of Directors.

Change in Control Defined. A Change in Control of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if: (i) after giving effect to such offer such corporation, person, other entity or group would own 5025% or more of the Voting Stock of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person person, other entity or group has secured all required regulatory approvals to own or control 5025% or more of the Voting Stock of 8 the Company; (b) if the shareholders of the Company approve a definitive agreement to merger merge or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s 's assets to any corporation, person, other entity or group (other than that the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act Company's Articles of 1934Incorporation) of stock representing 5025% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing Directors cease to comprise a majority of the Company’s 's Board of Directors.

Change in Control Defined. A For purposes of this Agreement, a "Change in Control of Control" shall be deemed to occur in the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company iffollowing situations: (i) after giving effect to in the event any "person" (as such offer term is used in paragraphs 13(d) and 14(d) of the Exchange Act) or more than one such corporation, personperson acting as a group, other entity than a trustee or group would own 50% other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company, in a transaction or a series of transactions, representing thirty percent (30%) or more of the Voting Stock combined voting power of the Company's then outstanding securities ordinarily having the right to vote for the election of directors of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s assets to any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing during the Employment Period, individuals who at the beginning of the Employment Period constitute the Board of Directors of the Company cease for any reason to comprise constitute at least a majority thereof, unless the election, or the nomination for election by the Company's stockholders, of each director who was not a director at the beginning of the Employment Period has been approved in advance by directors representing at least two-thirds of the directors then in office who were (A) directors at the beginning of the Employment Period, or (B) previously approved in accordance with this subparagraph (ii); (iii) the Company sells or otherwise disposes of all or substantially all of its assets; or (iv) the Company participates in a merger or consolidation and, immediately following the consummation of such merger or consolidation, the Company’s Board 's stockholders prior to such merger or consolidation do not own 50% or more of Directorsthe voting shares of stock of the surviving or successor corporation.

Change in Control Defined. A Change in Control of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if: (i) after giving effect to such offer such corporation, person, other entity or group would own 50% or more of the Voting Stock of the Company;Company~ (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s assets to any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing Directors cease to comprise a majority of the Company’s Board of Directors.

Change in Control Defined. A Change in Control of the Company Illini shall have occurred: (a) on 1. On the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company Illini or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company Illini if: (i) after i. After giving effect to such offer such corporation, person, other entity or group would own 50% or more of the Voting Stock of the CompanyIllini; (ii) there . There shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) and such corporation, person person, other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the CompanyIllini; (b) if 2. If the shareholders of the Company Illini approve a definitive agreement to merger or consolidate the Company Illini with or into another corporation in a transaction in which neither the Company Illini nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the CompanyIllini’s assets to any corporation, person, other entity or group (other than the Company Illini or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if i. If any corporation, person, other entity or group (other than the Company Illini or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or more of the Voting Stock of the CompanyIllini; or (d) if ii. If during any period of two consecutive years Continuing Directors cease to comprise a majority of the CompanyIllini’s Board of Directors. 3. The term “Continuing Director’ means:

Change in Control Defined. A Change in Control of the Company shall have occurred: (a) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if: (i) after giving effect to such offer such corporation, person, other entity or group would own 50% or more of the Voting Stock of the Company; (ii) there shall have been filed documents with the Securities and Exchange Commission in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced); and (iii) such corporation, person other entity or group has secured all required regulatory approvals to own or control 50% or more of the Voting Stock of the Company; (b) if the shareholders of the Company approve a definitive agreement to merger or consolidate the Company with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company’s 's assets to any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is consummated; (c) if any corporation, person, other entity or group (other than the Company or any of its wholly owned subsidiaries) becomes the Beneficial Owner (as that term is defined in the Securities and Exchange Commission’s ' s Rule 13d-3 under the Securities Exchange Act of 1934) of stock representing 50% or 50%or more of the Voting Stock of the Company; or (d) if during any period of two consecutive years Continuing Directors cease to comprise a majority of the Company’s 's Board of Directors.