Change in Control of the Retail/Non-Core Business

Change in Control of the Retail/Non-Core Business. Means the first to occur of any of the events set forth in the following paragraphs; provided, however, that a Retail/Non-Core Qualified Event shall not constitute a Change in Control of the Retail/Non-Core Business: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Retail/Non-Core Business or Inland REIT or an Affiliate thereof or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the... "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Retail/Non-Core Business or Inland REIT representing fifty percent (50%) or more of the combined voting power of the Retail/Non-Core Business or the Inland REIT's then outstanding securities entitled to vote generally in the election of directors; (ii) a merger, reverse merger or other business combination or consolidation of the Retail/Non-Core Business or Inland REIT or any or direct or indirect subsidiary of the Retail/Non-Core Business or Inland REIT, as applicable with any other corporation other than an Affiliate of the Retail/Non-Core Business or Inland REIT, other than a merger or consolidation which would result in the voting securities of the Retail/Non-Core Business or Inland REIT outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Retail/Non-Core Business or Inland REIT, as applicable or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation; (iii) a majority of the 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 Board prior to the date of the appointment or election; (iv) a person (or group) acquires (or has acquired, during a twelve (12)-month period) more than sixty percent (60%), of the total gross fair market value of all assets of the Retail/Non-Core Business or Inland REIT immediately prior to such acquisition; or (v) the shareholders or the Board of the Retail/Non-Core Business or Inland REIT adopt a plan of liquidation. View More