Negotiated Restructuring Transaction. A "Negotiated Restructuring Transaction" shall be deemed to have occurred upon closing of any of the following events, provided that such event shall have been negotiated, implemented and consummated through the substantial efforts of the management of the Company and that Executive shall be employed by the Company immediately preceding such event: i. any person (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of
... the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50 percent of the combined voting power of the Company's then-outstanding securities; ii. any transaction or series of transactions under which the Company is merged or consolidated with any other company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or iii. the Company sells or disposes of all or substantially all of the consolidated assets of the Company, other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to Page 3 4 such sale or disposition.
View More
