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SMG » Topics » Change in Control.

This excerpt taken from the SMG 10-Q filed May 6, 2009.
CHANGE IN CONTROL.  Normally, your DSUs will vest and be settled only under the circumstances described in Sections 2 and 3(a).  However, if there is a Change in Control, your DSUs will become 100% vested on the date of the Change in Control and will be settled as described in the Plan.  You should read the Plan carefully to ensure that you understand how this may happen.
 
(c)          
This excerpt taken from the SMG 8-K filed Feb 2, 2005.
Change in Control. The occurrence of any of the following events:

        [1] Any “person,” including a “group” [as such terms are used in Act §§13(d) and 14(d)(2), but excluding the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or Hagedorn Partnership, L.P. or any party related to Hagedorn Partnership, L.P. as determined by the Committee] is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than 30 percent of the combined voting power of the Company’s then outstanding securities; or
 
        [2] The adoption or authorization by the shareholders of the Company of a definitive agreement or a series of related agreements [a] for the merger or other business combination of the Company with or into another entity in which the shareholders of the Company immediately before the effective date of such merger or other business combination own less than 50 percent of the voting power in such entity; or [b] for the sale or other disposition of all or substantially all of the assets of the Company; or
 
        [3] The adoption by the shareholders of the Company of a plan relating to the liquidation or dissolution of the Company; or
 
        [4] For any reason, Hagedorn Partnership, L. P. or any party related to Hagedorn Partnership, L.P. as determined by the Committee becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than 49 percent of the combined voting power of the Company’s then outstanding securities.

     

EXCERPTS ON THIS PAGE:

10-Q
May 6, 2009
8-K
Feb 2, 2005

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