Change in Ownership of a Substantial Portion of Corporate Assets

Change in Ownership of a Substantial Portion of Corporate Assets. A Change in Control based on the sale of assets occurs on the date a person or more than one person acting as a group acquires forty percent (40%) or more of the total gross fair market value of all of the assets of the corporation over a twelve (12) month period ending on the date of the most recent acquisition by such person or group. No change in control results pursuant to this subsection if the assets are transferred to certain entities controlled directly or indirectly by the shareholders... of the transferring corporation, as defined in Treasury Regulations §1.409A-3(i)(5)(vii). It is intended that a Change in Control of the Company shall have the meaning as provided in and shall be interpreted in accordance with Code Section 409A and the applicable Treasury Regulations thereunder. View More