14 Change in Control. Means: (A) a change in ownership, holding or power to vote more than fifty percent (50%) of the voting stock of the Company; (B) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, other than in connection with a transfer of substantially all of the assets of the Company to parties in the "controlled group of corporations" (as defined in section 1563 of the Internal Revenue Code of 1986) in which the Company is a member; (C)
... substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within the "controlled group of corporations" (as defined in section 1563 of the Internal Revenue Code of 1986) in which the Company is a member; (D) the Company voluntarily files a petition for bankruptcy under federal bankruptcy law, or an involuntary bankruptcy petition is filed against the Company under federal bankruptcy law, which is not dismissed within 120 days of the filing; (E) the Company makes a general assignment for the benefit of creditors; (F) the Company seeks or consents to the appointment of a trustee, receiver, liquidator or similar person; (G) a merger, consolidation or reorganization of the Company with or involving any other corporation, other than a merger, consolidation or reorganization that 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) more than fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization; or (H) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof; unless the election or the nomination for election by the Company's shareholders of each new director was approved by a vote of at least three quarters of the directors still in office of the Company who were directors at the beginning of the period.
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