206Change of Control. Definition: "Change in Control" shall be deemed to have occurred if: (a)any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, or (b)a majority of the members of the Board of Directors of the Company is replaced during any 12-month period by directors whose appointment or election is
... not endorsed by a majority of the directors before the date of the appointment or election, or (c)any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of such corporation, or (d)any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Company that has a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the Company immediately before such acquisition or acquisitions, provided that the following asset transfers shall not result in a Change of Control: (i) a transfer of assets to a stockholder of Company in exchange for or with respect to its stock, (ii) a transfer to a corporation, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (iii) a transfer to a person, or more than one person acting as a group, that owns 50% or more of the stock of the Company or (iv) a transfer to an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii).
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