Qualifying Condition

Qualifying Condition. Shall mean, with respect to a Change of Control in which Common Stock is exchanged for another security or other form of consideration, that: (i) upon such Change of Control, but subject to the fulfillment of the other terms and conditions of the PBRSUs, the holders of PBRSUs shall be entitled to receive such other security or consideration to the same extent the holders would have been entitled to receive such security or consideration had the PBRSUs converted into Common Stock immediately... prior to the Change of Control; (ii) the other terms and conditions of the PBRSUs remain substantially unchanged; and (iii) such other security is listed on at least one "exchange" (as such term is defined in Section 3(a) of the Exchange Act) intended for use by the public. View More