Control Transaction

Control Transaction. A change in control of Tangram of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), as in effect of the date of this Agreement, in a Form 8-K filed under the Exchange Act or in any other filing by Tangram with the Securities and Exchange Commission; provided that, notwithstanding the foregoing, without limitation, such a Control Transaction shall be automatically... deemed to have occurred if: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than Safeguard Scientifics, Inc. ("Safeguard") or any affiliate of Safeguard is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Tangram representing 30% or more of the voting power of the then outstanding securities of Tangram; (ii) during any two-year period there is a change of 30% or more in the composition of the Board of Directors of Tangram in office at the beginning of the period except for changes approved by at least two-thirds of the directors then in office who were directors at the beginning of the period; or (iii) Tangram shall cease to be a publicly owned corporation whose shares entitled to vote for the election of directors are registered under Section 12(d) or (g) the Exchange Act. View More

Control Transaction. Means a transaction that is either a Change in Control or a Corporate Transaction.

Control Transaction. (a) any tender offer for or acquisition of capital stock of the Company pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (b) any Corporate Change Merger of the Company; (c) any contested election of directors of the Company; or (d) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board of Directors of the Company