Common use of Change in Ownership of a Substantial Portion of Assets Clause in Contracts

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 the ownership of a substantial portion of a corporationCorporation’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 such 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 such Corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporationCorporation, 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: