Sale of a Division

Sale of a Division. Means a sale or disposition of a substantial portion of a Division (other than a sale or disposition to the Company or any of its Subsidiaries) or any other transaction resulting in the loss of control by the Company and its Subsidiaries over a substantial portion of a Division (including a public offering of a Division where the Company does not control the Division following such offering), in each case, as determined by the Committee in its sole discretion.