Change Of Control Definition Example with 57 Variations
This page contains an example definition of Change Of Control, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Change Of Control. (i) the approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which 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 total voting power represented by the voting securities of the Company or such... surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.View More
Change Of Control. (i) shall mean the approval by stockholders occurrence of any of the Company of following events: (i) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which 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 total voting power represented... by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. assets. View More
Change Of Control. (i) the approval by stockholders date of the Company consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation corporation which would result results in the voting securities of the Company outstanding immediately prior thereto continuing failing to represent (either (cither by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power... represented by the voting securities of the Company thereafter or such surviving entity outstanding immediately after such merger or consolidation; (ii) consolidation, or the approval by the stockholders date of the Company consummation of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. assets. View More
Change Of Control. (i) the approval by stockholders a sale of all or substantially all of the Company of a Company's assets, or any merger or consolidation of the Company with any other corporation, or into another corporation other than a merger or consolidation in which would result in the voting securities holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction continue to hold (either by voting securities remaining... outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders transaction. For purposes of the Company clarification, neither an equity financing occurring prior to an IPO nor an IPO will be a Change of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of Control, even if equity securities of the Company representing greater than 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of are sold in the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. transaction. View More
Change Of Control. (i) the approval by stockholders a sale of all substantially all of the Company of a Company's assets, or any merger or consolidation of the Company company with any other corporation, or into another corporation other than a merger or consolidation in which would result in the voting securities holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction continue to hold (either by voting securities... remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders transaction. For purposes of the Company clarification, neither an equity financing occurring prior to an IPO nor an IPO will be a Change of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of Control, even if equity securities of the Company representing greater than 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of are sold in the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. transaction. View More
Change Of Control. For purposes of this Agreement, "Change of Control" means the occurrence of any of the following events: (i) the approval acquisition by stockholders of the Company any one person, or more than one person acting as a group (for these purposes, persons will be considered to be acting as a group if they are owners of a merger corporation that enters into a merger, consolidation, purchase or consolidation acquisition of stock, or similar business transaction with the Company with any other... corporation, other than a merger Company), ("Person") that becomes the owner, directly or consolidation which would result in the voting indirectly, of 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) representing more than fifty percent (50%) of the total voting power represented by the Company's then outstanding securities; provided, however, that for purposes of this subsection (i), the acquisition of additional securities by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company shall not be considered a Change of Control; (ii) a change in the ownership of a substantial portion of the Company'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 such surviving entity outstanding immediately after such merger persons) assets from the Company that have a total gross fair market value equal to or consolidation; (ii) more than fifty percent (50%) of the approval by total gross fair market value of all of the stockholders assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 11(c)(ii) the following shall not constitute a change in the ownership of a plan substantial portion of complete liquidation the Company's assets: (1) a transfer to an entity that is controlled by the Company's shareholders immediately after the transfer; or (2) a transfer of assets by the Company to: (A) a shareholder of the Company (immediately before the asset transfer) in exchange for or an agreement for the sale or disposition by the Company of all or substantially all of with respect to the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% securities; (B) an entity, fifty percent (50%) or more of the total value or voting power represented of which is owned, directly or indirectly, by the Company's then Company; (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting securities; power of which is owned, directly or (iv) indirectly, by a Person described in subsection (C). For purposes of this Section 11(c)(ii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; or (iii) a change in the composition of the Board, Board occurring within a twelve (12) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall will mean directors who either (A) are directors of the Company as of the date hereof, Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). Notwithstanding the foregoing, a transaction shall not constitute a Change of Control unless the Company. transaction qualifies as a "change in control event" within the meaning of Section 409A. View More
Change Of Control. For purposes of this Agreement, "Change of Control" means the occurrence of any of the following events: (i) the approval acquisition by stockholders of the Company any one person, or more than one person acting as a group (for these purposes, persons will be considered to be acting as a group if they are owners of a merger corporation that enters into a merger, consolidation, purchase or consolidation acquisition of stock, or similar business transaction with the Company with any other... corporation, other than a merger Company), ("Person") that becomes the owner, directly or consolidation which would result in the voting indirectly, of 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) representing more than fifty percent (50%) of the total voting power represented by the Company's then outstanding securities; provided, however, that for purposes of this subsection (i), the acquisition of additional securities by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company shall not be considered a Change of Control; -7- (ii) a change in the ownership of a substantial portion of the Company'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 such surviving entity outstanding immediately after such merger persons) assets from the Company that have a total gross fair market value equal to or consolidation; (ii) more than fifty percent (50%) of the approval by total gross fair market value of all of the stockholders assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 11(c)(ii) the following shall not constitute a change in the ownership of a plan substantial portion of complete liquidation the Company's assets: (1) a transfer to an entity that is controlled by the Company's shareholders immediately after the transfer; or (2) a transfer of assets by the Company to: (A) a shareholder of the Company (immediately before the asset transfer) in exchange for or an agreement for the sale or disposition by the Company of all or substantially all of with respect to the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% securities; (B) an entity, fifty percent (50%) or more of the total value or voting power represented of which is owned, directly or indirectly, by the Company's then Company; (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting securities; power of which is owned, directly or (iv) indirectly, by a Person described in subsection (C). For purposes of this Section 11(c)(ii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; or (iii) a change in the composition of the Board, Board occurring within a twelve (12) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall will mean directors who either (A) are directors of the Company as of the date hereof, Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). Notwithstanding the foregoing, a transaction shall not constitute a Change of Control unless the Company. transaction qualifies as a "change in control event" within the meaning of Section 409A. View More
Change Of Control. the occurrence of any of the following events: (i) the approval acquisition by stockholders of the Company any one person, or more than one person acting as a group (for these purposes, persons will be considered to be acting as a group if they are owners of a merger corporation that enters into a merger, consolidation, purchase or consolidation acquisition of stock, or similar business transaction with the Company with any other corporation, other than a merger Company), ('Person') that is or ... class="diff-color-red">consolidation which would result in becomes 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 total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), owner, directly or indirectly, of securities stock of the Company representing 50% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding stock, provided that, a Change of Control shall not occur if any Person owns more than fifty percent (50%) of the total voting securities; power of the Company's stock and acquires additional stock; or (iv) (ii) a change in the composition ownership of a substantial portion of the Board, as a result of Company's assets which fewer than a majority occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total fair market value of all of the assets of the Company as immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 2(b)(ii), the following shall not constitute a change in the ownership of a substantial portion of the date hereof, Company's assets: (1) a transfer to an entity that is controlled by the Company's shareholders immediately after the transfer; or (B) are elected, (2) a transfer of assets by the Company to: (A) a shareholder of the Company (immediately before the asset transfer) in exchange for or nominated for election, with respect to the Board with Company's securities; (B) an entity, fifty percent (50%) or more of the affirmative votes total value or voting power of which is owned, directly or indirectly, by the Company; (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a majority of those directors whose election or nomination was not in connection with any transactions Person described in subsections (i), subsection (C). For purposes of this clause (ii), or (iii) or in connection with an actual or threatened proxy contest relating to gross fair market value means the election of directors value of the Company. assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For the avoidance of doubt, a liquidation, dissolution or winding up of the Company, or assignment for the benefit of creditors shall not constitute a Change of Control event for purposes of this Plan. View More
Change Of Control. the occurrence of any of the following events: (i) the approval acquisition by stockholders of the Company any one person, or more than one person acting as a group (for these purposes, persons will be considered to be acting as a group if they are owners of a merger corporation that enters into a merger, consolidation, purchase or consolidation acquisition of stock, or similar business transaction with the Company with any other corporation, other than a merger Company), ("Person") that is or ... class="diff-color-red">consolidation which would result in becomes 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 total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), owner, directly or indirectly, of securities stock of the Company representing 50% fifty percent (50%) or more of the total voting power represented by the Company's then outstanding stock, provided that, a Change of Control shall not occur if any Person owns more than fifty percent (50%) of the total voting securities; power of the Company's stock and acquires additional stock; or (iv) (ii) a change in the composition ownership of a substantial portion of the Board, as a result of Company's assets which fewer than a majority occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total fair market value of all of the assets of the Company as immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 2(b)(ii), the following shall not constitute a change in the ownership of a substantial portion of the date hereof, Company's assets: (1) a transfer to an entity that is controlled by the Company's shareholders immediately after the transfer; or (B) are elected, (2) a transfer of assets by the Company to: (A) a shareholder of the Company (immediately before the asset transfer) in exchange for or nominated for election, with respect to the Board with Company's securities; (B) an entity, fifty percent (50%) or more of the affirmative votes total value or voting power of which is owned, directly or indirectly, by the Company; (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a majority of those directors whose election or nomination was not in connection with any transactions Person described in subsections (i), subsection (C). For purposes of this clause (ii), or (iii) or in connection with an actual or threatened proxy contest relating to gross fair market value means the election of directors value of the Company. assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For the avoidance of doubt, a liquidation, dissolution or winding up of the Company, or assignment for the benefit of creditors shall not constitute a Change of Control event for purposes of the Plan. View More
Change Of Control. the occurrence of any of the following events: (i) any "person" or group acting in concert, as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in... the election of directors. For the purposes of this definition, the following are not included as "persons": the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; (ii) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" means directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board of Directors of the Company by the affirmative vote of at least a two thirds of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (iii), or (iv) of this Section 1(e) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company; (iii) the approval by the stockholders of the Company of a merger merger, consolidation or consolidation reorganization of the Company with any other corporation, entity, other than a merger merger, consolidation or consolidation which would result reorganization that results 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%) 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or reorganization; provided, however, that a merger, consolidation or reorganization effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the combined voting power of the Company's then outstanding securities shall not constitute a Change of Control; and provided, further, however, that a merger or consolidation; (ii) consolidation of the Company with any Affiliate or a merger or consolidation of an Affiliate with another Affiliate shall not constitute a Change of Control; or (iv) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) assets, except that an agreement for the sale or disposition by the Company of all or substantially all of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Company's assets to an entity entirely owned by the Company representing 50% or more of the total voting power represented to an entity entirely owned by the Company's then outstanding voting securities; or (iv) a change stockholders in the composition of the Board, same proposition as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of they own the Company as shall not constitute a Change of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. Control View More
Change Of Control. (i) "Change of Control shall mean the approval by stockholders occurrence of any of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which 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 total voting power represented by... the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming is or becomes the "beneficial owner" (as defined in Rule 13d-3 l3d-3 under said Act), directly or indirectly, of securities of the Company Corporation representing 50% forty percent (40%) or more of the total voting power represented by the Company's Corporation's then outstanding voting securities; or (iv) a (ii) A change in the composition of the Board, board of directors of the Corporation occurring within a six (6) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company Corporation as of the date hereof, or (B) are elected, or nominated for election, to the Board board of directors of the Corporation with the affirmative votes of at least a majority of those directors the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or is in connection with an actual or threatened proxy contest relating to the election of directors to the Corporation); or (iii) The stockholders of the Company. Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation 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 Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets. View More
