Parent Change in Control

Parent Change in Control. Any of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Parent, in one transaction or in a series of related transactions, to any Third Party; (ii) any Third Party, other than a "bona fide underwriter" or Warburg Pincus and its Affiliates, is or becomes the "beneficial owner" (as defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of securities (x) representing 50% or more of the combined... voting power of either Parent's outstanding securities ordinarily having the right to vote at elections of directors, or (y) resulting in such Third Party becoming an Affiliate of the Parent, including pursuant to a transaction described in clause (iii) below; or (iii) the consummation of any transaction or series of transactions under which the Parent is merged or consolidated with any other company, other than a merger or consolidation which would result in the stockholders of the Parent immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation. View More

Parent Change in Control. Set forth in the Merger Agreement.

Parent Change in Control. The occurrence of any one person or more than one person acting as a group acquiring beneficial ownership of Parent's common stock that, together with stock previously held by such person or group, constitutes more than 50% of the total fair market value or more than 50% of the total voting power of Parent