Change Of Control

Change Of Control. Means: (i) any "person" a capital reorganization or "group" (within the meaning of Section 13(d) and 14(d) reclassification of the Securities Exchange Act capital stock of 1934, as amended), becomes the "beneficial owner" (as defined Company resulting in Rule 13d-3 under any Person or group of Persons other than holders of the Securities Exchange Act voting securities of 1934, as amended), the Company outstanding immediately prior to such transaction, becoming the holder, directly or... indirectly, of more than 50% of the combined voting power of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation Directors of the Company, Company; (ii) a merger, consolidation or reorganization or other than a similar transaction or series of related transactions transactions, in each case which the holders of results in the voting securities of the Company outstanding immediately prior to such transaction thereto representing immediately thereafter (either by remaining outstanding or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority by being converted into voting securities of the total surviving or acquiring entity) less than 50% of the combined voting power represented by of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors of the Company or such other surviving or resulting acquiring entity outstanding immediately after such merger, consolidation or reorganization; (iii) a sale, lease or other disposition the issuance by the Company of all or substantially all equity securities of the assets Company, in a single transaction or series of related transactions, representing at least 50% of the Company. combined voting power of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors of the Company; or (iv) the acquisition by any "person" (together with his, her or its Affiliates) or "group" (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the combined voting power of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors of the Company; provided that a transaction (or series of related transactions) consisting solely of the issuance by the Company of equity securities of the Company, representing less than 20% of the combined voting power of the outstanding voting securities of the Company, for cash consideration in a bona fide capital raising transaction shall not be considered a Change of Control. View More

Change Of Control. (i) any "person" a sale, lease, conveyance or "group" (within the meaning other disposition of Section 13(d) and 14(d) all or substantially all of the Securities Exchange Act of 1934, as amended), becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% assets of the outstanding voting securities Company, (ii) the grant by the Company of an exclusive license of all or substantially all of the ... class="diff-color-red">Company having the right to vote for the election of members of the Board of Directors, (ii) Company's intellectual property, (iii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity entity, or (iii) a sale, lease (iv) any "person" or other disposition "group" (within the meaning of all or substantially all Section 13(d) and 14(d) of the assets Securities Exchange Act of 1934, as amended), becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the Company. outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors (other than in connection with the sale of voting securities with the primary purpose to fund the Company's operations) View More

Found in Sun BioPharma, Inc. contract

Change Of Control. (a) A For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if: occurred: (i) If any "person" person (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than the Company or any trustee or fiduciary holding securities under an employee benefit plan of the Company) becomes a "beneficial owner" beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of... securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a stockholder, and that, a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary subsidiary' of another corporation and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); vote). (ii) Upon the consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more less than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); vote), or (iii) the consummation of (B) a sale or other disposition of all or substantially all of the assets of the Company. For purposes of clarity, any change in the majority ownership of the Company that results solely from an equity financing event (i.e., an event pursuant to which existing stockholders are not transferring or selling existing shares), shall in no event constitute a Change of Control hereunder. View More

Change Of Control. (a) A "Change of Control" shall be deemed Deemed to have occurred if: (i) any (a) Any "person" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act")) (other than persons who are shareholders on the effective date of the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then... outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a stockholder, shareholder, and a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders shareholders of the Company, Company immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders shareholders to more than 50% of all votes to which all stockholders shareholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); (ii) the (b) The consummation of (i) a merger or consolidation of the Company with another corporation where the stockholders shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders shareholders to more than 50% of all votes to which all stockholders shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); or (iii) the consummation of vote), (ii) a sale or other disposition of all or substantially all of the assets of the Company. Company, or (iii) a liquidation or dissolution of the Company; or (c) The individuals who, as of December 12, 2006, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least two-thirds of the Board; provided, however, that if either the election of any new trustee or the nomination for election of any new director by the Company's stockholders was approved by a vote of at least two-thirds of the Incumbent Board prior to such election or nomination, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest. For purposes of the preceding definition, "Company" shall include the Company and its parent and/or subsidiaries. View More

Change Of Control. Means the occurrence of any And shall be deemed to have occurred upon, one or more of the following events: events, except as otherwise provided in an Award Agreement: (1) with respect to the General Partner or the Partnership: (i) any "person" or "group" (within within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act) ((A) Act, other than Wexford Capital LP, members, limited partners or other owners (as applicable) of the General Partner, the Partnership or... any of its subsidiaries Partnership, or an affiliate Affiliate of either the General Partner or the Partnership, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Partnership or any of its subsidiaries or (C) an underwriter temporarily holding securities pursuant to an offering of such securities) becomes shall become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the voting power of the then-outstanding voting securities of the General Partner or the Partnership; (ii) the members or limited partners (as applicable) of the General Partner or the Partnership approve, in one transaction or a series of transactions, a plan of complete liquidation of the General Partner or the Partnership; 11 (iii) the sale or other disposition by either the General Partner or the Partnership of all or substantially all of its assets in one or more transactions to any person Person other than an affiliate of the General Partner or the Partnership; Affiliate; or (iv) the General Partner or an affiliate Affiliate of the General Partner or the Partnership ceases to be the general partner of the Partnership. Partnership; or (2) so long as Diamondback Energy, Inc. ("Diamondback") is the sole member of the General Partner, a "Change in Control" as defined in the Diamondback 2012 Equity Incentive Plan, as such plan may be amended or superseded from time to time. Notwithstanding the above, with respect to a 409A Award, a "Change of Control" with respect to a Participant for purposes of triggering the exercisability, settlement, or other payment or distribution of such 409A Award shall not occur unless that Change of Control of the General Partner, the Partnership or Diamondback also constitutes a "change in the ownership of a corporation," a "change in the effective control of a corporation," or a "change in the ownership of a substantial portion of a corporation's assets," in each case, within the meaning of 1.409A-3(i)(5) of the 409A Regulations (including without limitation 1.409A-3(i)(5)(ii)), as applied (with respect to the General Partner or the Partnership) to non-corporate entities. View More

Change Of Control. Means the occurrence of any of the following events: (i) any "person" or "group" (within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act) ((A) other than Wexford Capital LP, the General Partner, the Partnership or any of its subsidiaries or an affiliate of either the General Partner or the Partnership, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Partnership or any of its subsidiaries or (C) an underwriter... temporarily holding securities pursuant to an offering of such securities) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the voting power of the then-outstanding voting securities current owners of the General Partner have ceased to directly or indirectly own at least 50% of the Partnership; (ii) voting stock and the members or limited partners (as applicable) membership interests of the General Partner (other than in connection with a Qualified IPO of the General Partner); (ii) the Partnership's Common Units are no longer publicly traded on the New York Stock Exchange or another national securities exchange; (iii) the Partnership approve, sale, lease, transfer, conveyance or other disposition (including by way of merger or consolidation), in one or a series of related transactions, a plan of complete liquidation of the General Partner or the Partnership; 11 (iii) the sale or other disposition by either the General Partner or the Partnership of all or substantially all of the assets of the Partnership and its assets in one or more transactions subsidiaries taken as a whole to any person "person" (as such term is used in Sections 13(d) of the Exchange Act); (iv) the General Partner withdraws or is removed by the limited partners of the Partnership in accordance with the terms of the Partnership Agreement; (v) the dissolution or liquidation of the Partnership or the General Partner (other than in connection with a bankruptcy proceeding or statutory winding up); (vi) any other than an affiliate of transaction pursuant to which the General Partner or the Partnership; or (iv) the General Partner or an affiliate any of its affiliates exercises its rights to purchase all of the General Partner or common units of the Partnership ceases pursuant to be the general partner Section 15.1 of the Partnership. Partnership Agreement; and (vii) any transaction that would constitute a "Change of Control" under the Indentures (whether or not still in effect). View More

Change Of Control. (a) "Change of Control" shall (i) have the meaning given that term in the Plan, or (ii) mean one of the events set forth in on Exhibit A with respect to AmeriGas Propane, UGI Utilities, Inc.

Change Of Control. (a) "Change of Control" shall (i) have the meaning given that term in the Plan, or (ii) mean one of the events set forth in on Exhibit A with respect to AmeriGas Propane, UGI Utilities, Inc.

Change Of Control. (a) "Change of Control" shall (i) have the meaning given that term in the Plan, or (ii) mean one of the events set forth in on Exhibit A with respect to AmeriGas Propane, UGI Utilities, Inc.

Change Of Control. (i) an acquisition by any person (within the meaning of Section 13(d)(3) or l4(d)(2)) l4(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of 20% or more of the combined voting power of the Corporation's then outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation and any new director whose election by the Board of Directors or nomination... for election by the Corporation's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the consummation of a merger or consolidation involving the Corporation if either (x) the shareholders of the Corporation Corporation, immediately before such merger or consolidation consolidation, do not own, immediately following such merger or consolidation, more than 50% of the combined voting power of the outstanding voting securities of the resulting entity paying cash or issuing stock in connection with substantially the merger or consolidation or (y) the members same proportion as their ownership of the Board of Directors of the Corporation voting securities immediately before such merger or consolidation do not constitute, immediately following the merger or consolidation, a majority of the members of the board of directors (or similar governing body) of the entity paying cash or issuing stock in connection with the merger or consolidation. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because 20% or more of the Corporation's then outstanding voting securities is acquired by (l) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Corporation or any of its subsidiaries or (2) any entity that, immediately prior to such acquisition, is owned directly or indirectly by the shareholders of the Corporation in the same proportion as their ownership of shares in the Corporation immediately prior to such acquisition. View More

Change Of Control. (i) an acquisition by any person (within the meaning of Section 13(d)(3) or l4(d)(2)) l4(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of 20% 30% or more of the combined voting power of the Corporation's then outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation and any new director whose election by the Board of Directors or o r... nomination for election by the Corporation's shareholders stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the consummation of a merger or consolidation involving the Corporation if either (x) the shareholders stockholders of the Corporation Corporation, immediately before such merger or consolidation consolidation, do not own, immediately following such merger or consolidation, more than 50% of the combined voting power of the outstanding voting securities of the resulting entity paying cash or issuing stock in connection with substantially the merger or consolidation or (y) the members same proportion as their ownership of the Board of Directors of the Corporation voting securities immediately before such merger or consolidation do not constitute, immediately following the merger or consolidation, a majority of the members of the board of directors (or similar governing body) of the entity paying cash or issuing stock in connection with the merger or consolidation. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because 20% 30% or more of the Corporation's then outstanding voting securities is acquired by (l) (1) any one or more Exempt Pe rsons (as defined in the Corporation's By-Laws), either individually or as a group, (2) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Corporation or any of its subsidiaries subsidiaries, or (2) (3) any entity that, immediately prior to such acquisition, is owned directly or indirectly by the shareholders stockholders of the Corporation in the same proportion as their ownership of shares in the Corporation immediately prior to such acquisition. View More

Change Of Control. Means the The occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, Manager, taken as a whole, to any Person other than the TA Members or their Affiliates one of its Affiliates; or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting... for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), Act), other than one of the TA Members Manager's Affiliates (including, without limitation, Harvest Capital Strategies LLC or Hypotheca Capital, LLC and their Affiliates, Affiliates), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more than 50% of the Company's Common Stock. total voting power of the voting capital interests of the Manager. View More

Change Of Control. Means the The occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, Manager, taken as a whole, to any Person other than the TA Members or their Affiliates one of its Affiliates; or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting... for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), Act), other than one of the TA Members or their Manager's Affiliates, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more than 50% of the Company's Common Stock. total voting power of the voting capital interests of the Manager. View More

Change Of Control. Means: (i) (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), Act), becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), Act), directly or indirectly, of securities of the Company representing more than 50% fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose any such voting... securities held by the Company, or any affiliate, parent or subsidiary of the Company or any employee benefit plan of the Company) pursuant to a transaction or a series of transactions which the Company's Board of Directors does not approve; (ii) (2) a merger or consolidation of the Company, whether or not approved by the Company's Board of Directors, Board, which results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% fifty percent (50%) of either (i) the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) the total fair market value of the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) (3) the sale or disposition of all or substantially all of the Company's assets (or consummation of any transaction having similar effect) provided that the sale or disposition is of more than two-thirds (2/3) of the assets of the Company; or (iv) (4) the date a majority of the members of the Company's Board of Directors is replaced during any 12-month twelve- (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or election; provided, however, that no individual initially appointed or elected to the Company's Board of Directors as a result of an actual or threatened election contest with respect to the Company's Board of Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Company's Board of Directors shall be deemed to be endorsed by a majority of the members of the Company's Board of Directors. election. In any case, a Change of Control under this Section 11(b) 2(b) must also meet the requirements of a change in ownership or effective control, or a sale of a substantial portion of the Company's assets in accordance with Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, and the applicable provisions of Treasury Regulation § 1.409A-3. View More

Change Of Control. Means: (i) (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), Act), becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), Act), directly or indirectly, of securities of the Company representing more than 50% fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose any such voting... securities held by the Company, or any affiliate, parent or subsidiary of the Company or any employee benefit plan of the Company) pursuant to a transaction or a series of transactions which the Company's Board of Directors does not approve; (ii) (2) a merger or consolidation of the Company, whether or not approved by the Company's Board of Directors, Board, which results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% fifty percent (50%) of either (i) the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) the total fair market value of the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) (3) the sale or disposition of all or substantially all of the Company's assets (or consummation of any transaction having similar effect) provided that the sale or disposition is of more than two-thirds (2/3) of the assets of the Company; or (iv) (4) the date a majority of the members of the Company's Board of Directors is replaced during any 12-month twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or election; provided, however, that no individual initially appointed or elected to the Company's Board of Directors as a result of an actual or threatened election contest with respect to the Company's Board of Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Company's Board of Directors shall be deemed to be endorsed by a majority of the members of the Company's Board of Directors. election. (5) In any case, a Change of Control under this Section 11(b) 2(a) must also meet the requirements of a change in ownership or effective control, or a sale of a substantial portion of the Company's assets in accordance with Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, and the applicable provisions of Treasury Regulation § 1.409A-3. View More

Change Of Control. The term "Change of Control" shall have the meaning set forth in the Securityholders Agreement, except that transactions with a Person or Persons that are a Subsidiary (as defined in the Securityholders Agreement) of the Sponsor shall be excluded.

Change Of Control. Has the meaning of "Change in Control" set forth in the Company's 2005 2014 Equity Incentive Plan, as of the date of this Agreement, except that if required for compliance with Section 409A, in no event will a Change of Control be deemed to have occurred if such transaction is not also a "change in the ownership or effective control of" the Company or "a change in the ownership of a substantial portion of the assets of" the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) of the Treasury Regulations (without regard to any alternative definition thereunder). View More

Change Of Control. (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than IAT Group, Inc., a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, 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 (A) the outstanding shares of common stock of... the Company or (B) the combined voting power of the Company's then outstanding then-outstanding securities; (b) the Company is party to a merger or consolidation consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition of all or substantially all of the Company's assets (or consummation of any transaction transaction, or series of related transactions, having similar effect); effect), unless at least fifty (50%) percent of the combined voting power of the voting securities of the entity acquiring those assets is held by persons who held the voting securities of the Company immediate prior to such transaction or series of transactions; (d) there occurs a change in the composition of the Board of Directors of the Company as of change of control date and within a two-year period therefrom, as a result of which fewer than a majority of the directors are Incumbent Directors; (e) the dissolution or liquidation of the Company. Company, unless after such liquidation or dissolution all or substantially all of the assets of the Company are held in an entity at least fifty (50%) percent of the combined voting power of the voting securities of which is held by persons who held the voting securities of the Company immediately prior to such liquidation or dissolution; (f) when the incumbent Chairman ceases to occupy the position of Chairman of the Board; or (g) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing. View More