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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directorsBoard or other governing body of such surviving entity;

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51%fifty one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directorsBoard or other governing body of such surviving entity;

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;entity or its ultimate parent, as applicable;

Corporate Transactions. The effective date of a reorganization, merger or consolidation of the Company with any other entity, other than a merger(a “Business Combination”), in each case, unless immediately following such Business Combination: # all or consolidation which would result in the voting securitiessubstantially all of the Company outstandingPersons who were Beneficial Owners of Outstanding Voting Securities immediately prior to such mergerBusiness Combination beneficially own, directly or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)indirectly, more than 51% of the combined voting power of the votingthen outstanding securities entitled to vote generally in the election of directors of the surviving entitycorporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction either owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Voting Securities; # no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 40% or more of the combined voting power of the then outstanding immediately aftersecurities entitled to vote generally in the election of directors of such merger or consolidationcorporation except to the extent that such ownership existed prior to such Business Combination; and with the power to elect# at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or other governing body of the action of the Board, providing for such surviving entity;Business Combination;

Corporate Transactions. The effective dateconsummation of a merger or consolidation of the Company with any other entity,corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidationthereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51%entity or its parent) at least fifty percent (50%) of the combinedtotal voting power ofrepresented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;consolidation.

Corporate Transactions. The effective date of aany merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51%50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directorsBoard or other governing body of such surviving entity; # the approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;

Corporate Transactions. The effective dateconsummation of a merger or consolidation of the Company with any other entity,corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidationthereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51%entity or its parent) at least fifty percent (50%) of the combinedtotal voting power ofrepresented by the voting securities of the or such surviving entity or its parent outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;consolidation.

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