Occurrence of an Event. For purposes of this Agreement, an "Event" shall be deemed to have occurred if: (A) a majority of the directors of the Company shall be persons other than persons (i) for whose election proxies shall have been solicited by the Board of Directors of the Company or (ii) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest which was (or, if threatened, would have been) subject to Rule 14a-11 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or any successor rule thereto. (B) 30% or more of the then outstanding common or voting stock of the Company is acquired or beneficially owned (as defined in Exchange Act Rule 13d-3) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), provided, however, that the following acquisitions and beneficial ownership shall not constitute Events pursuant to this Paragraph 2(B): (i) any acquisition or beneficial ownership by the Company or a subsidiary of the Company (if a majority of the outstanding voting power of the outstanding shares entitled to vote generally in an election of directors of the subsidiary are beneficially owned directly or indirectly by the Company ("Subsidiary")), or (ii) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its Subsidiaries, (iii) any acquisition or beneficial ownership by the Employee or any group that includes the Employee, or (iv) any acquisition or beneficial ownership by a parent corporation or its wholly-owned subsidiaries, as long as they shall remain wholly-owned subsidiaries, of 100% of the outstanding common stock and voting stock of the Company as a result of a merger or statutory share exchange which complies with Paragraph 2(C)(i)(2) or the exception in Paragraph 2(C)(ii) hereof in all respects. (C) the shareholders of the Company approve a definitive agreement or plan to (i) merge or consolidate the Company with or into another corporation (other than (1) a merger or consolidation with a Subsidiary of the Company or (2) a merger in which (a) the Company is the surviving corporation, (b) no outstanding voting stock of the Company (other than fractional shares) held by shareholders immediately prior to the merger is converted into cash, securities, or other property (except (I) voting stock of a parent corporation owning directly, or indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the voting stock of the Company immediately after the merger or (II) cash upon the exercise by holders of voting stock of the Company of statutory dissenters' rights), (c) the persons who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting stock of the Company immediately prior to such merger beneficially own, directly or indirectly, immediately after the merger, more than 70% of, respectively, the then outstanding common stock and the then outstanding voting stock of the surviving corporation or its parent corporation, and (d) if voting stock of the parent corporation is exchanged for voting stock of the Company in the merger, all holders of (ii) exchange, pursuant to a statutory exchange of shares of voting stock of the Company held by shareholders of the Company immediately prior to the exchange, shares of one or more classes or series of voting stock of the Company for cash, securities or other property, except for (a) voting stock of a parent corporation of the Company owning directly, or indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the voting stock of the Company immediately after the statutory share exchange if (I) the persons who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting stock of the Company immediately prior to such statutory share exchange own, directly or indirectly, immediately after the statutory share exchange more than 70% of, respectively, the then outstanding common stock and the then outstanding voting stock of such parent corporation, and (II) all holders of any class or series of voting stock of the Company immediately prior to the statutory share exchange have the right to receive substantially the same per share consideration in exchange for their voting stock of the Company as all other holders of such class or series or (b) cash with respect to fractional shares of voting stock of the Company or payable as a result of the exercise by holders of voting stock of the Company of statutory dissenters' rights, (iii) sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions), or (iv) liquidate or dissolve the Company, unless a majority of the voting stock (or the voting equity interest) of the surviving corporation or its parent corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of the Company (in the case of a merger, consolidation or disposition of assets) or the Company or its parent corporation (in the case of a statutory share exchange) is, immediately following the merger, consolidation, statutory share exchange or disposition of assets, beneficially owned by the Employee or a group of persons, including the Employee, acting in concert, or (D) (i) the Company enters into an agreement in principle or a definitive agreement relating to an Event described in clause (A), (B) or (C) above which ultimately results in such an Event described in clause (A), (B) or (C) hereof,
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Occurrence of an Event. For purposes of this Agreement, an "Event" shall be deemed to have occurred if:
(A) a majority of the directors of the Company shall be persons other than persons
(i) for whose election proxies shall have been solicited by the Board of Directors of the Company or
(ii) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-newly- created directorships, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest which was (or, if threatened, would have been) subject to Rule 14a-11 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or any successor rule thereto.
(B) 30% or more of the then outstanding common or voting stock of the Company is acquired or beneficially owned (as defined in Exchange Act Rule 13d-3) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), provided, however, that the following acquisitions and beneficial ownership shall not constitute Events pursuant to this Paragraph 2(B):
(i) any acquisition or beneficial ownership by the Company or a subsidiary of the Company (if a majority of the outstanding voting power of the outstanding shares entitled to vote generally in an election of directors of the subsidiary are beneficially owned directly or indirectly by the Company ("Subsidiary")), or
(ii) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its Subsidiaries,
(iii) any acquisition or beneficial ownership by the Employee or any group that includes the Employee, or
(iv) any acquisition or beneficial ownership by a parent corporation or its wholly-owned subsidiaries, as long as they shall remain wholly-owned subsidiaries, of 100% of the outstanding common stock and voting stock of the Company as a result of a merger or statutory share exchange which complies with Paragraph 2(C)(i)(2) or the exception in Paragraph 2(C)(ii) hereof in all respects.
(C) the shareholders of the Company approve a definitive agreement or plan to
(i) merge or consolidate the Company with or into another corporation (other than (1) a merger or consolidation with a Subsidiary of the Company or (2) a merger in which
(a) the Company is the surviving corporation,
(b) no outstanding voting stock of the Company (other than fractional shares) held by shareholders immediately prior to the merger is converted into cash, securities, or other property (except (I) voting stock of a parent corporation owning directly, or indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the voting stock of the Company immediately after the merger or (II) cash upon the exercise by holders of voting stock of the Company of statutory dissenters' rights),
(c) the persons who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting stock of the Company immediately prior to such merger beneficially own, directly or indirectly, immediately after the merger, more than 70% of, respectively, the then outstanding common stock and the then outstanding voting stock of the surviving corporation or its parent corporation, and
(d) if voting stock of the parent corporation is exchanged for voting stock of the Company in the merger, all holders ofof any class or series of voting stock of the Company immediately prior to the merger have the right to receive substantially the same per share consideration in exchange for their voting stock of the Company as all other holders of such class or series),
(ii) exchange, pursuant to a statutory exchange of shares of voting stock of the Company held by shareholders of the Company immediately prior to the exchange, shares of one or more classes or series of voting stock of the Company for cash, securities or other property, except for (a) voting stock of a parent corporation of the Company owning directly, or indirectly through wholly-owned subsidiaries, both beneficially and of record 100% of the voting stock of the Company immediately after the statutory share exchange if (I) the persons who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting stock of the Company immediately prior to such statutory share exchange own, directly or indirectly, immediately after the statutory share exchange more than 70% of, respectively, the then outstanding common stock and the then outstanding voting stock of such parent corporation, and (II) all holders of any class or series of voting stock of the Company immediately prior to the statutory share exchange have the right to receive substantially the same per share consideration in exchange for their voting stock of the Company as all other holders of such class or series or (b) cash with respect to fractional shares of voting stock of the Company or payable as a result of the exercise by holders of voting stock of the Company of statutory dissenters' rights,
(iii) sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions), or
(iv) liquidate or dissolve the Company, unless a majority of the voting stock (or the voting equity interest) of the surviving corporation or its parent corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of the Company (in the case of a merger, consolidation or disposition of assets) or the Company or its parent corporation (in the case of a statutory share exchange) is, immediately following the merger, consolidation, statutory share exchange or disposition of assets, beneficially owned by the Employee or a group of persons, including the Employee, acting in concert, or
(D) (i) the Company enters into an agreement in principle or a definitive agreement relating to an Event described in clause (A), (B) or (C) above which ultimately results in such an Event described in clause (A), (B) or (C) hereof,
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