Control Change

Control Change. Means any of the following have occurred: (i) any "person" (as that term is used in Exchange Act Sections 13(d) and 14(d)) is or becomes the direct or indirect "beneficial owner" (as defined in Exchange Act Rule 13d-3) of Company securities that represent 50% or more of the total voting power represented by the Company's then-outstanding Voting Securities; provided that (A) any person or entity who is a trustee or other fiduciary holding securities under a Company employee... benefit will not qualify as a "person" for this definition's purposes and (B) a corporation that is owned directly or indirectly by the Company's stockholders in substantially the same proportions as the Company stockholders' Company stock ownership will not qualify as a "person" for this definition's purposes; or (ii) during any consecutive two-year time period, a Board majority is no longer constituted, for any reason, by (A) the directors who were in office at the beginning of such two-year time period and (B) any new directors whose election by the Board or nomination for election by the Company's stockholders was approved by an affirmative vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such two-year time period or whose election or nomination for election was previously so approved in the manner described by this Section 1(c)(ii)(B); or (iii) the Company stockholders approve a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the Voting Securities outstanding immediately before such transaction continuing to represent after such transaction, either by remaining outstanding or by being converted into surviving entity voting securities, at least 80% of the Company's total voting power or of such surviving entity's voting power outstanding immediately after such transaction; or (iv) the Company stockholders approve a complete Company liquidation plan or a Company sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Company's assets. View More

Control Change. Means any of the following events: (i) a NextG ownership change that occurs on the date that any Person acquires more than 50% of the total voting power of NextG's stock; provided that any additional voting power acquisition by a Person who already holds more than 50% of the total voting power of NextG's stock will not qualify as any such NextG ownership change; or (ii) an effective NextG control change that occurs on the date that a Board majority is replaced... during any 12-month time period by Directors whose appointment or election is not endorsed by a Board majority before the appointment or election date; provided that additional effective control by a Person who has already achieved effective control will not qualify as any such effective NextG control change; or (iii) a change in ownership of a substantial portion of NextG's assets that occurs on the date that any Person acquires (or has acquired during the 12-month time period ending on the date of the most recent acquisition by such Persons) assets from NextG that have a total gross fair market value greater than 50% of the total gross fair market value of all NextG assets immediately before such acquisition or acquisitions; provided that the following will not qualify as a change in ownership of a substantial portion of NextG's assets: (A) a transfer to an entity that is controlled by NextG's stockholders immediately after the transfer, or (B) any NextG asset transfer to: (1) a NextG stockholder (immediately before the asset transfer) in exchange for or with respect to NextG's stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by NextG, (3) a Person that owns, directly or indirectly, 50% or more of the total value or voting power of all outstanding NextG stock, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this Section 2(k)(iii); provided that, for purposes of this Section 2(k)(iii), gross fair market value means the value of NextG's assets or the value of NextG assets being disposed of, in each case determined without regard to any liabilities associated with such assets. View More

Control Change. A "Control Change" is the sale of substantially all Company's assets to, or acquisition of a majority of Company's voting stock or entry into a voting or common control agreement covering a majority of the company's voting stock by, an entity (or a set of entities under effective common control) in which those controlling the acquiring entity or entities are not the same as those who have majority ownership and effective control of Company before the sale, acquisition, or agreement date (as the... case may be.) View More