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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
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          NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, another enterprise,
and intending to be legally bound hereby, the parties hereto agree as follows:

          1.   Certain Definitions:
     
               (a)  Change in Control:  shall be deemed to have occurred if: (i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than (x) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or (y) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing 30% or more of
the total voting power represented by the Company's then outstanding Voting
Securities; provided, that the foregoing shall not apply to any person who, as
of the date of this Agreement, is the beneficial owner, directly or indirectly,
of securities of the Company representing 30% or more of the Company's Voting
Securities; (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or an agreement for the
sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all the Company's assets. 

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