Amprius Change in Control

Amprius Change in Control. The occurrence of any of the following events: (i) Change in Ownership of Amprius. A change in the ownership of Amprius which occurs on the date that any one person, or more than one person acting as a group ("Person"), acquires ownership of the stock of Amprius that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of Amprius, except that any change in the ownership of the stock of Amprius as a result of a private financing of... Amprius that is approved by the Board will not be considered an Amprius Change in Control; or (ii) Change in Effective Control of Amprius. If Amprius has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of Amprius which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of Amprius, the acquisition of additional control of Amprius by the same Person will not be considered an Amprius Change in Control; or (iii) Change in Ownership of a Substantial Portion of Amprius's Assets. A change in the ownership of a substantial portion of Amprius's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from Amprius that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of Amprius immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of Amprius, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this Section 2(c), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Amprius. Notwithstanding the foregoing, a transaction will not be deemed an Amprius Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute an Amprius Change in Control if: (i) its sole purpose is to change the jurisdiction of Amprius's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held Amprius's securities immediately before such transaction View More