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Change in Control Acceleration Event. Change in Control Acceleration Event means a Change in Control that also constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A of the Code.

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“Change in Control Acceleration Event. Change in Control Acceleration EventControl” means a Change in Controlan event that also constituteswould constitute a change in the ownership or effective control of the CompanyCompany, or a change in the ownership of a substantial portion of the assets of the Company under Section 409ACompany, within the meaning of the Code.[Section 409A].

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