Change in Control. “Change in Control” shall mean the consummation of any transaction or series of transactions pursuant to which one or more Persons or group of Persons acquires # capital stock of the Company possessing the voting power sufficient to elect a majority of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock or otherwise) or # all or substantially all of the assets of the Company and its subsidiaries.

“Change in Control. “ChangeControl” means the occurrence of any of the following events: # any sale or exchange of the capital stock by the stockholders of the Company in Control” shall meanone transaction or series of related transactions where more than fifty percent (50%) of the outstanding voting power of the Company is acquired by a person or entity or group of related persons or entities; or # any reorganization, consolidation or merger of the Company where the outstanding voting securities of the Company immediately before the transaction represent or are converted into less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent corporation) immediately after the transaction; or # the consummation of any transaction or series of related transactions pursuant to which one or more Persons or groupthat results in the sale of Persons acquires # capital stock of the Company possessing the voting power sufficient to elect a majority of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock or otherwise) or # all or substantially all of the assets of the Company; or # any “person” or “group” (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing more than fifty percent (50%) of the voting power of the Company and its subsidiaries.then outstanding. Except that any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board, shall not be deemed to be a Change in Control.

“Change in Control. “ChangeControl” means # the ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in Control” shall meaneffect on the consummationdate hereof), of any transaction or series of transactions pursuant to which oneshares representing 40% or more Persons or group of Persons acquires #the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company possessing the voting power sufficient to electCompany; # occupation of a majority of the members of the Board orseats (other than vacant seats) on the board of directors of the successorCompany by Persons who were neither # nominated or approved prior to their election by the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transferboard of the Company’s capital stock or otherwise) or # all or substantially all of the assetsdirectors of the Company and its subsidiaries.nor # appointed by directors so nominated; or # the occurrence of any “change in control” or similar event, however denominated, resulting in an obligation on the part of the Company or any Subsidiary to repay, redeem or repurchase, or to offer to repay, redeem or repurchase, Material Indebtedness.

“Change in Control.Control” means # the consummation of a merger or consolidation of the Company with or into another entity or # the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, a merger or consolidation of the Company does not constitute a “Change in Control” shall meanif immediately after the consummationmerger or consolidation a majority of any transaction or seriesthe voting power of transactions pursuant to which one or more Persons or group of Persons acquires #the capital stock of the Company possessingcontinuing or surviving entity, or any direct or indirect parent corporation of the continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to the merger or consolidation insubstantially the same proportions as their ownership of the voting power sufficient to elect a majority of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock immediately prior to the merger or otherwise) or # all or substantially all of the assets of the Company and its subsidiaries.consolidation.

Change in Control. “ChangeA “Change in Control”Control” shall mean the consummationfollowing: # any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; # any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; provided that the foregoing shall not include any transaction or series of transactions pursuant toprincipally for bona fide equity financing purposes in which onecash is received by the Company or more Persons or group of Persons acquires # capital stockindebtedness of the Company possessing the voting power sufficient to electis cancelled or converted or a majority of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock or otherwise)combination thereof; or # a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries.Company.

“Change in Control. “Change in Control” shall meanmeans the consummationoccurrence of any transactionof the following events with respect to the Company: # any Person acquires direct or seriesindirect beneficial ownership (as defined in the Securities Exchange Act of transactions pursuant to which one1934, as amended, and the regulations promulgated thereunder) of more than 50% percent of the outstanding voting securities of the Company; or more Persons or group of Persons acquires # capital stockthe shareholders of the Company possessingapprove, or the voting power sufficient to electCompany otherwise effects, enters into or approves, # a majoritymerger or consolidation of the members ofCompany with or into any other person or entity, # an agreement for the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transferdisposition (in one transaction or a series of the Company’s capital stock or otherwise) or #transactions) of all or substantially all of the assets of the Company, # a plan of complete liquidation of the Company or # any transaction similar to any of the foregoing, other than, in the case of both (2)(A) and its subsidiaries.(2)(B) above, a merger, consolidation or sale that would result in the voting securities of the Company outstanding immediately prior thereto controlling or continuing to represent, directly or indirectly, either by remaining outstanding or by being converted into equity securities of the surviving person or entity, at least 50% of the total outstanding voting securities of the Company or the surviving person or entity outstanding immediately after such transaction.

Change in Control. For all purposes of this Agreement, “Change in Control” shall meanmean: # the consummationcompletion of one or more transactions by which any transactionperson or seriesentity (and his, her or its affiliates) becomes the beneficial owner 50.1% or more of transactionsthe voting power of the Company’s securities; or # any merger, consolidation or liquidation of the Company in which the Company is not the continuing or surviving company or pursuant to which onestock would be converted into cash, securities or more Persons or group of Persons acquires # capital stockother property, other than a merger of the Company possessingin which the voting power sufficient to elect a majorityholders of the membersshares stock immediately before the merger have the same proportionate ownership of the Board or the board of directorsCommon Stock of the successor tosurviving company immediately after the Company (whether such transaction is effected by merger, consolidation, recapitalization, salemerger; or transfer of the Company’s capital stock or otherwise) or # all or substantially all of the assets of the Company and its subsidiaries.are sold or otherwise to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Company is a member at the time of such sale or transfer.

Change(d) “Change in Control. “Change in Control”Control” shall mean # the consummation of any transactiona merger or series of transactions pursuant to which one or more Persons or group of Persons acquires # capital stockconsolidation of the Company possessingwith or into another entity or # the voting power sufficient to elect a majoritysale, transfer or other disposition of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock or otherwise) or # all or substantially all of the assetsCompany’s assets. The foregoing notwithstanding, a merger or consolidation of the Company and its subsidiaries.shall not constitute a “Change in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to such merger or consolidation.

“Change in Control. “Change in Control” shall meanmeans, with respect to # the consummation ofCompany, any transaction or series of related transactions pursuant to(including mergers, consolidations and other forms of business consolidations) following which one or more Persons or group of Persons acquires # capital stockcontinuing shareholders of the Company possessing the voting power sufficient to elect a majorityhold less than 50% of the membersoutstanding voting securities of either the Board orCompany, the board of directors of the successor to the Company (whetherentity surviving such transaction is effected by merger, consolidation, recapitalization, sale or transferany direct or indirect parent entity of the Company’s capital stocksuch continuing or otherwise)surviving entity or # the sale, lease, license, transfer or other disposal of all or substantially all of the business or assets of the Company other than to a Person that is and its subsidiaries.for so long as it continues to be majority owned and controlled, directly or indirectly, subsidiary of the Company.

Change inof Control. “Change inof Control” shall meanmeans # the consummationacquisition of the Company by another entity by means of any transaction or series of related transactions pursuant(including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to which onebe issued, by the acquiring entity or more Personsits subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or groupseries of Persons acquires # capitalrelated transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity, except that any change in the ownership of the stock of the Company possessing the voting power sufficient to electas a majorityresult of a private financing of the members ofCompany that is approved by the Board orand in which the boardBoard determines is not a Change of directorsControl for the purposes of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transferthis Agreement will not be considered a Change of the Company’s capital stock or otherwise)Control, or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries.Company.