Specified Corporate Action

Specified Corporate Action. Means any of the following actions proposed for approval by the Company's stockholders (whether by vote or written consent): (i) any recapitalization, reclassification or other change in the existing capital structure of the Company or the voluntary commencement of any liquidation, dissolution or winding up of the Company, (ii) any merger or other business combination involving the Company or its Subsidiaries (other than solely among Subsidiaries of the Company) or any sale of all or... substantially all of the Company's assets, (iii) the creation of any new class or series of the Company's Capital Stock or the issuance (other than pursuant to options, warrants or other rights outstanding at the Effective Time) of Common Shares (including to the extent stockholder approval is required for NASDAQ purposes); (iv) any amendment to the Company's certificate of incorporation or bylaws as then in effect; and (v) any removal of a Director from the Board (other than (x) the Spinco Directors elected pursuant to the Governance Agreement, as amended by the Governance Agreement Assignment, or (y) for Cause). View More