Change in Ownership of a Substantial Portion of Assets. A change in the ownership of a substantial portion of a corporation’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 corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. In determining whether a Change in Control has occurred, the following rules shall apply:
Change in Ownership of a Substantial Portion of Assets a change in ownership of a substantial portion of the Company’s assets occurs if in a twelve(12)-month period any one person or more than one person acting as a group acquires from the Company assets having a total gross fair market value equal to or exceeding forty percent (40%) of the total gross fair market value of all of the Company’s assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of the Company’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.
Change in Ownership of a Substantial Portion of Assets. A Change in Ownership of a Substantial Portion of Assets occurs 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 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 transfer of assets by the Company is not treated as a Change of Ownership of a Substantial Portion of Assets if the assets are transferred to:
Change in Ownership of a Substantial Portion of Assets. The acquisition by any Person during the 12-month period ending on the date of the most recent acquisition by such Person, of assets from 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 of the assets of the Company immediately prior to such acquisition(s). 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. In the event of any conflict between the summary contained in this subparagraph and the definition of “change in control” as defined in Section 409A, Section 409A shall govern.
Change in Ownership of a Substantial Portion of Assets a change in ownership of a substantial portion of the Corporation’s assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from the Corporation assets having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the Corporation’s assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of the Corporation’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.
Change in Ownership of a Substantial Portion of Assets. The acquisition by any Person (or the aggregate acquisitions during the 12-month period ending on the date of the most recent acquisition by such Person) of assets from the Company that have a total gross fair market value equal to or greater than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition(s). 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, as reflected in the Company’s financial statements as reported to the Securities and Exchange Commission.
Change in Ownership of a Substantial Portion of Assets. Any one person, or more than one person acting as a group (pursuant to Reg. §1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) 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 before 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, determined without regard to any liabilities associated with such assets. This subsection shall not apply to the extent that there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer, as provided in Reg. §409A-3(i)(5)(vii)(B).
Change in Ownership of a Substantial Portion of Assets a change in the ownership of a substantial portion of the Corporation’s assets occurs on the date any one person, or more than one person acting as a group, acquires assets from the Corporation having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the assets of the Corporation immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of the Corporation’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets. For purposes of paragraphs (a) through (c) of this section 5.2, persons shall be considered to be acting as a group if they would be considered to be acting as a group under Internal Revenue Code section 409A and rules, regulations, and guidance of general application issued thereunder by the Department of the Treasury.
Change in Ownership of a Substantial Portion of Assets a change in ownership of a substantial portion of the Corporation’s or the Bank’s assets occurs if in a twelve (12)-month period any one person or more than one person acting as a group acquires from the Corporation’s or the Bank’s assets having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the Corporation’s or the Bank’s assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of the Corporation’s or the Bank’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.
Change in Ownership of a Substantial Portion of Assets. Any one person, or more than one person acting as a group (as determined in subsection (d) below), 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 Intrado that have a total gross fair market value equal to or more than 60% of the total gross fair market value of all of the assets of Intrado immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of Intrado, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. However, there is no Change in Control under this subsection (c) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation, as provided in Internal Revenue Service Notice 0000-0, X-00(x).
