Project Entity Change in Control

Project Entity Change in Control. (i) a merger, spin-off or similar transaction involving (directly or indirectly) a Project Entity and, immediately after the consummation of such merger, spin-off or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the Project Entity in such transaction or (B) more than 50% of the combined outstanding voting power of... the parent of the Project Entity in such transaction, in each case in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such transaction; (ii) the sale or disposition by the Company of all or substantially all of the assets of a Project Entity; or (iii) the exclusive licensing to a third party of all or substantially all of the Project Entity's intellectual property. Notwithstanding the foregoing, the following transactions shall not constitute a Change in Control: (i) a transaction the sole purpose of which is to change the state of such Entity's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the applicable Entity's securities immediately before such transaction; (ii) a transaction or series of related transactions involving the sale of securities by such Entity primarily for financing purposes; (iii) a merger or consolidation involving such Entity and one or more companies under common management control with such Entity; or (iv) an IPO. If the timing of payments provided under an RSU Award agreement is based on or triggered by a Project Entity Change in Control then, to extent necessary to avoid violating Code Section 409A, a Project Entity Change in Control must also constitute a "change in control event" (as defined under Code Section 409A regulations and applicable guidance). View More