Change in ownership of a substantial portion of assets: The Corporation completes the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Corporation’s assets.

Change in Ownership of a Substantial Portion of Assets. A change in the ownership of a substantial portion of the Company’s assets shall occur on the date that any one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

A “Change in the Ownership of Assets” means that any person or group acquires (or has acquired during the immediately preceding 12-month period ending on the date of the most recent acquisition) assets of the Company with an aggregate gross fair market value of not less than 40% of the aggregate gross fair market value of the assets of the Company immediately prior to such acquisition; provided, however, that a Change in the Ownership of Assets shall not be deemed to occur hereunder if the Company is the surviving entity in connection with the transaction. For this purpose, gross fair market value shall mean the fair value of the affected assets determined without regard to any liabilities associated with such assets.

A “Change in Ownership” means that a person or group acquires, directly or indirectly in accordance with Code [Section 318], more than 50% of the aggregate fair market value or voting power of the capital stock of the Company, including for this purpose capital stock previously acquired by such person or group; provided, however, that a Change in Ownership shall not be deemed to occur hereunder if, # at the time of any such acquisition, such person or group owns more than 50% of the aggregate fair market value or voting power of the Company’s capital stock, and # the Company is the surviving entity in connection with the transaction.

A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this [subsection (iii)], the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: # a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or # a transfer of assets by the Company to: # a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, # an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, # a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or # an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this [subsection (iii)(B)(3)]. For purposes of this [subsection (iii)], gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

the sale or disposition by the Company of all or substantially all the Company’s assets; or

An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company: # the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; # a merger or consolidation in which the Company is a party; or # the sale, exchange or transfer of all or substantially all of the assets of the Company.

Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control.

A “change in the ownership of a substantial portion of the Company’s assets” which shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Any transfer of assets to an entity that is controlled by the stockholders of the Company immediately after the transfer, as provided in guidance issued pursuant to the Nonqualified Deferred Compensation Rules, shall not constitute a Change in Control.

Sale of Assets. A sale, transfer, or other disposition of all or substantially all of the assets of the Holding Company which is consummated and immediately following which the persons who were the owners of the Holding Company immediately prior to such sale, transfer, or disposition, do not own, directly or indirectly and in substantially the same proportions as their ownership immediately prior to the sale, transfer, or disposition, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of # the entity or entities to which such assets or ownership interest are sold or transferred or # an entity that, directly or indirectly, owns more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the entities described in clause (i).