Common use of Redemption on Change of Control Clause in Contracts

Redemption on Change of Control. In the event of a Change of Control (as hereinafter defined), the Series B Shares shall be redeemed in full at the option of each Holder upon written notice provided to the Corporation by such Holder at any time following such Change of Control for cash at the Redemption Price. For purposes of this Section 5.4.B, Change of Control shall be deemed to have occurred at such time as: (i) any person (other than the Corporation, any subsidiary of the Corporation or any employee benefit plan of the Corporation) ("Person") is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition or transaction or series of transactions, of shares of capital stock of the Corporation entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Corporation entitled to vote generally in the election of directors; or (ii) a change in the Board of Directors of the Corporation in which the individuals who constituted the Board of Directors of the Corporation at the beginning of the two-year period immediately preceding such change (together with any other director whose election by the Board of Directors of the Corporation or whose nomination for election by the shareholders of the Corporation was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office. Upon receipt by the Corporation of any such notice from a Holder, such notice shall be treated as a Redemption Notice for all of such Series B Shares held by such Holder, and the procedures set forth in Section 5.2 shall be applicable thereto.

Redemption on Change of Control. In the event of a Change of Control (as hereinafter defined), the Series B A Shares shall be redeemed in full at the option of each Holder upon written notice provided to the Corporation by such Holder at any time following such Change of Control for cash at the Redemption Price. For purposes of this Section 5.4.B, Change of Control shall be deemed to have occurred at such time as: (i) any person (other than the Corporation, any subsidiary of the Corporation or any employee benefit plan of the Corporation) ("Person") is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition or transaction or series of transactions, of shares of capital stock of the Corporation entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Corporation entitled to vote generally in the election of directors; or or (ii) a ii)a change in the Board of Directors of the Corporation in which the individuals who constituted the Board of Directors of the Corporation at the beginning of the two-year period immediately preceding such change (together with any other director whose election by the Board of Directors of the Corporation or whose nomination for election by the shareholders of the Corporation was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office. Upon receipt by the Corporation of any such notice from a Holder, such notice shall be treated as a Redemption Notice for all of such Series B A Shares held by such Holder, and the procedures set forth in Section 5.2 shall be applicable thereto.