Consolidated Change in Control

Consolidated Change in Control. The first to occur of the following events specified in (i), (ii) or (iii) (but no event other than the specified events), which event does not constitute a Change in Control: (i) any person becomes the beneficial owner, directly or indirectly, of securities of Consolidated representing more than fifty percent (50%) or more of the combined voting power of Consolidated's then outstanding voting securities (other than (x) the Company, (y) any subsidiary of the Company or Consolidated, or (z) one... or more employee benefit plans maintained by the Company or Consolidated); (ii) the consummation of a merger or consolidation of Consolidated with or into any other corporation or entity or person, or any other corporate reorganization, in which the stockholders of Consolidated immediately prior to such consolidation, merger or reorganization own less than 50% of the outstanding voting securities of the surviving entity (or its parent) following the consolidation, merger or reorganization or (iii) the consummation of a sale, lease or other disposition of all or substantially all of the assets of Consolidated. For purposes of this Section 2(d), the terms "person" and "beneficial owner" shall have the meanings set forth in Section 13(d) and Rule 13d-3, respectively, of the Exchange Act and in the regulations promulgated thereunder. View More