Qualified Change of Control

Qualified Change of Control. Shall mean a Change of Control that (A) involves a bona fide, arm's length transaction with a third party unaffiliated with the Company, the terms of which have been negotiated in good faith by the Company and such third party, and (B) in respect of a stock purchase or merger, results in such third party acquiring one hundred percent (100%) of the voting securities (excluding options, warrants or other rights to purchase capital stock of the Company then outstanding) of the Company.