Major Change

Major Change. Means any merger, consolidation or amalgamation, or liquidation, winding up or dissolution of any Group Member (or suffering any such liquidation or dissolution), or the Disposition of all or substantially all of a Group Member's Property or business, except for dissolutions, mergers and the winding up of (a) Non-Material Entities (i) in the ordinary course of business or (ii) in connection with a transaction otherwise permitted hereunder or consented to by Agent and (b) Group Members solely... for advantageous tax purposes, provided that in the case of this clause (b), (i) no Minority Rouse Subsidiary or Non-Rouse Subsidiary may enter into in any Major Change with a Majority Rouse Subsidiary, such that the Majority Rouse Subsidiary is the continuing or surviving entity, (ii) no Non-Rouse Subsidiary may enter into any Major Change with a Minority Rouse Subsidiary such that the Minority Rouse Subsidiary is the continuing or surviving entity, except in the ordinary course of business in accordance with past business practices; and (iii) no Minority Rouse Subsidiary may enter into any Major Change with any other Minority Rouse Subsidiary if, before such transaction, the Minority Rouse Subsidiary that would be the continuing or surviving entity after such transaction has a greater Rouse Percentage than the Minority Rouse Subsidiary which would not continue or survive, except in the ordinary course of business in accordance with past business practices. View More

Major Change. Shall mean, with respect to a particular Product: (a) a change to the validated manufacturing process for such Product *[REDACTED] that, in each case, would: (i) require revalidation of the manufacturing process; (ii) affect the Regulatory Approvals for such Product (e.g., by necessitating an amendment thereto or requiring Siemens to seek new Regulatory Approvals); or (iii) impact Product quality; or (b) an amendment to the Specifications