Common use of Business Combination Clause in Contracts

Business Combination. Consummation of a reorganization, merger, consolidation, statutory equity exchange or similar form of business transaction involving CEP or any Subsidiary Company (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the organization resulting from such Business Combination (the “Surviving Organization”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect managers or directors of the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such CEP Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, of 25% or more (the “Applicable Percentage”) of the total voting power of the outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP Voting Securities immediately prior to the consummation of the Business Combination and (C) at least a majority of the members of the board of managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) following the consummation of the Business Combination were Managers at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination that satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);

Business Combination. Consummation of a reorganization, merger, consolidation, statutory equity exchange merger or similar form consolidation or sale or other disposition of business transaction involving CEP all or any Subsidiary Company substantially all of the assets of RxElite (a “Business Combination”), unless immediately in each case, unless, following such Business Combination: , (Ai) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding RxElite Common Stock and Outstanding RxElite Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 6050% of, respectively, the then outstanding shares of common stock and the total combined voting power of (x) the organization then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (the “Surviving Organization”)including, without limitation, a corporation which as a result of such transaction owns RxElite or (y) if applicable, the ultimate parent organization that all or substantially all of RxElite’s assets either directly or indirectly has beneficial ownership of at least 95% of through one or more subsidiaries) in substantially the voting securities eligible to elect managers or directors of the Surviving Organization (the “Parent Organization”)same proportions as their ownership, is represented by CEP Voting Securities that were outstanding immediately prior to such Business Combination (orof the Outstanding RxElite Common Stock and Outstanding RxElite Voting Securities, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such CEP Voting Securities among the holders thereof immediately prior to the Business Combinationcase may be, (Bii) no person Person (other than excluding any employee benefit plan (or related trust) sponsored of RxElite or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial ownersuch corporation resulting from such Business Combination) beneficially owns, directly or indirectly, of 2520% or more (of, respectively, the “Applicable Percentage”) of then Outstanding RxElite Common Stock or the total combined voting power of the outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP then Outstanding Voting Securities immediately of such corporation except to the extent that such ownership existed prior to the consummation of the Business Combination and (Ciii) at least a majority of the members of the board of managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) following the consummation of the corporation resulting from such Business Combination were Managers members of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement agreement, or of the action of the Board, providing for such Business Combination (any Business Combination that satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);Combination; or