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ALL » Topics » 1.18 Change of Control means, except as otherwise provided at the end of this Section, the occurrence of any one or more of the following:

These excerpts taken from the ALL 10-K filed Feb 27, 2008.

1.18           “Change of Control” means, except as otherwise provided at the end of this Section, the occurrence of any one or more of the following:

                (a)           (Voting Power)  any Person or group (as such term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a Subsidiary or any employee benefit plan (or any related trust) of Allstate or any of its Subsidiaries, acquires or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person of Persons, ownership of stock of Allstate possessing 30% or more of the combined voting power of all Voting Securities of Allstate (such a Person or group that is not a Similarly Owned Company (as defined below), a “More than 30% Owner”), except that no Change of Control shall be deemed to have occurred solely by reason of such ownership by a corporation with respect to which both more than 70% of the common stock of such corporation and Voting Securities representing more than 70% of the combined voting power of the Voting Securities of such corporation are then owned, directly or indirectly, by the Persons who were the direct or indirect owners of the common stock and Voting Securities of Allstate immediately before such acquisition in substantially the same propor­tions as their ownership, immediately before such acquisition, of the common stock and Voting Securities of Allstate, as the case may be (a “Similarly Owned Company”); or

 

                (b) (Majority Ownership) any Person or group (as such term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a Subsidiary or any employee benefit plan (or any related trust) of Allstate or any of its Subsidiaries, acquires ownership of more than 50% of the voting power of all Voting Securities of Allstate or of the total fair market value of the stock of Allstate (such a Person or group that is not a Similarly Owned Company, a “Majority Owner”), except that no Change of Control shall be deemed to have occurred solely by reason of such ownership by a Similarly Owned Company; or

 

                (c)  (Board Composition) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election (“Board Turnover”); or

 

                (d)  (Reorganization) the consummation of a merger, reorganiza­tion, consolidation, or similar transaction, or of a plan or agree­ment for the sale or other disposition of all or substantially all of the consolidated assets of Allstate, or a plan of liquidation of Allstate (any of the foregoing, a “Reorgani­zation Transac­tion”) that, does not qualify as an Exempt Reorganization Transaction.

 

 

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Notwithstanding anything contained herein to the contrary, no transaction or event shall constitute a Change of Control for purposes of this Agreement unless the transaction or event constituting the Change of Control also constitutes a change in the ownership of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in effective control of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)) or a change in the ownership of a substantial portion of the assets of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)).

 

1.18           “Change of Control” means,
except as otherwise provided at the end of this Section, the occurrence of any
one or more of the following:



                (a)           (Voting Power)  any Person or group (as such term
is defined in Treasury Regulation Section
1.409A-3(i)(5)(v)(B)), other than a Subsidiary or any employee benefit plan
(or any related trust) of Allstate or any of its Subsidiaries, acquires or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such Person of Persons, ownership of stock of Allstate
possessing 30% or more of the combined voting power of all Voting Securities of
Allstate (such a Person or group that is not a Similarly Owned Company (as
defined below), a “More than 30% Owner”), except that no Change of
Control shall be deemed to have occurred solely by reason of such ownership by
a corporation with respect to which both more than 70% of the common stock of
such corporation and Voting Securities representing more than 70% of the
combined voting power of the Voting Securities of such corporation are then
owned, directly or indirectly, by the Persons who were the direct or indirect
owners of the common stock and Voting Securities of Allstate immediately before
such acquisition in substantially the same propor­tions as their ownership,
immediately before such acquisition, of the common stock and Voting Securities
of Allstate, as the case may be (a “Similarly Owned Company”); or



 



                (b) (Majority Ownership) any Person or group (as such term is
defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than a
Subsidiary or any employee benefit plan (or any related trust) of Allstate or
any of its Subsidiaries, acquires ownership of more than 50% of the voting
power of all Voting Securities of Allstate or of the total fair market value of
the stock of Allstate (such a Person or group that is not a Similarly Owned
Company, a “Majority Owner”), except that no Change of Control shall be
deemed to have occurred solely by reason of such ownership by a Similarly
Owned Company; or



 



                (c)  (Board
Composition) a majority of the members of the Board is replaced
during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board before the date of the
appointment or election (“Board
Turnover”); or



 



                (d)  (Reorganization) the
consummation of a merger, reorganiza­tion, consolidation, or similar
transaction, or of a plan or agree­ment for the sale or other disposition of
all or substantially all of the consolidated assets of Allstate, or a plan of
liquidation of Allstate (any of the foregoing, a “Reorgani­zation Transac­tion”)
that, does not qualify as an Exempt Reorganization Transaction.



 



 



3















 



 



Notwithstanding anything contained herein to the
contrary, no transaction or event shall constitute a Change of Control for
purposes of this Agreement unless the transaction or event constituting the
Change of Control also constitutes a change in the ownership of a corporation
(as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in
effective control of a corporation (as defined in Treasury Regulation Section
1.409A-3(i)(5)(vi)) or a change in the ownership of a substantial portion of
the assets of a corporation (as defined in Treasury Regulation Section
1.409A-3(i)(5)(vii)).



 



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

RELATED TOPICS for ALL:

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