Common use of For Change of Control Clause in Contracts

For Change of Control. For purposes of this Agreement, a “Change of Control” shall mean and be deemed to have occurred if: i. The acquisition by any person, entity or “group” within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a person, entity or “group” that includes Employee, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of two-thirds or more of the Company’s then outstanding voting securities; or ii. If the individuals who serve on the Board of Directors as of the Commencement Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, any person who becomes a director subsequent to the Commencement Date, whose election or nomination for election was approved by a vote of at least a majority of the directors then constituting the Incumbent Board, shall for purposes of this Agreement be considered a member of the Incumbent Board; or iii. Approval by the Company’s equity holders of (A) a merger, reorganization or consolidation whereby the Company’s equity holders immediately prior to such approval do not, immediately after consummation of such reorganization, merger or consolidation own more than 50% of the combined voting power of the surviving entity’s then outstanding voting securities entitled to vote generally in the election of directors; or (B) the sale of all or substantially all of the assets of the Company. Notwithstanding anything to the contrary herein, a Change of Control shall not be deemed to have occurred if the Company sells substantially all of its assets for less than the amount of capital (whether in cash or other property) contributed by shareholders to the Company.