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Change of Control
means the occurrence of any one of the following:
the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the Companys properties or assets and
those of the Companys subsidiaries, taken as a whole, to one or more persons, other than to the Company or one of its subsidiaries;
the first day on which a majority of the members of the Companys board of directors
is not composed of Continuing Directors (as defined below);
the consummation of any transaction including, without limitation, any merger,
amalgamation, arrangement or consolidation the result of which is that any person becomes the beneficial owner, directly or indirectly, of more than 50% of the Companys Voting Stock, measured by voting power rather than number of shares;
the Company
consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or of such other
person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Companys Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or
the adoption of a plan
relating to the Companys liquidation or dissolution (other than the Companys liquidation into a newly formed holding company).
Notwithstanding the foregoing, a transaction described in the third bullet point above will not be deemed to involve a Change of Control if (1) the
Company becomes a direct or indirect wholly-owned subsidiary of a holding company (which shall include a direct or indirect parent company of such holding company) and (2)(A) the direct or indirect holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as, and hold in substantially the same proportions as, the holders of the Companys Voting Stock immediately prior to that transaction or (B) immediately following that
transaction no person, other than a holding company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly of more than 50% of the then outstanding Voting Stock, measured by voting power, of such holding
company or its parent company. Following any such transaction, references in this definition to the Company shall be deemed to refer to such holding company. For the purposes of this definition, person and beneficial owner
have the meanings used in Section 13(d) of the Exchange Act and the rules and regulations thereunder.
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