Common use of Change In Control means Clause in Contracts

Change In Control means. (i) The acquisition after the date hereof by any individual, entity or group, or a Person (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), in each case, other than an Excluded Person, of ownership of a majority of either: (i) the then outstanding shares of Common Stock (“Outstanding Common Stock”) of the Company; or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Voting Securities”); (ii) Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless, either (1) immediately following such reorganization, merger or consolidation, a majority of the then outstanding shares of common voting securities of the entity resulting from such reorganization, merger or consolidation and a majority of the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors (or similar governing persons) are then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Common Stock and Outstanding Voting Securities, respectively, immediately prior to such reorganization, merger or consolidation, or (2) a majority of the members of the board of directors (or similar governing body) of the entity resulting from such reorganization, merger or consolidation were members of the Board of Directors at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; (iv) The sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, other than by way of a merger or consolidation and other than to a third party, with respect to which following such sale or other disposition, a majority of the then outstanding shares of common stock of such third party and a majority of the combined voting power of the then outstanding voting securities of such third party entitled to vote generally in the election for directors (or similar governing persons) are then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Common Stock and Outstanding Voting Securities, respectively, immediately prior to such sale or other disposition.

Change In Control means. (i) The acquisition after the date hereof by any individual, entity or group, or a Person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), in each case, Act) other than an Excluded Person, of ownership of a majority more than 50% of either: (i) the then outstanding shares of Common Stock (“Outstanding Common Stock”) of the Company); or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Voting Securities”); (ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless, either (1) immediately following such reorganization, merger or consolidation, a majority of (i) more than 50% of, respectively, the then outstanding shares of common voting securities stock of the entity corporation resulting from such reorganization, merger or consolidation and a majority of the combined voting power of the then outstanding voting securities of such entity corporation entitled to vote generally in the election of directors (or similar governing persons) are is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such reorganization, merger or consolidation, in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Common Stock and Outstanding Voting Securities, respectively, immediately prior to such reorganization, merger or consolidationas the case may be, or (2) at least a majority of the members of the board of directors (or similar governing body) of the entity corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board of Directors at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (iiiiv) Approval by the stockholders of the Company of (i) a complete liquidation or dissolution of the Company; Company or (ivii) The the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a wholeCompany, other than by way of a merger or consolidation and other than to a third partycorporation, with respect to which following such sale or other disposition, a majority of (1) more than 50% of, respectively, the then outstanding shares of common stock of such third party corporation and a majority of the combined voting power of the then outstanding voting securities of such third party corporation entitled to vote generally in the election for directors (or similar governing persons) are is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Common Stock and Outstanding Voting Securities, respectively, immediately prior to as the case may be; or (2) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other dispositiondisposition of assets of the Company.