Common use of Change of Control or Ownership Clause in Contracts

Change of Control or Ownership. (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of Icon (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of Icon; or (ii) unless the Icon Debt Assumption has occurred, the Company shall cease to be a wholly-owned Subsidiary of Icon; or (iii) during any period of up to 24 consecutive months, commencing on the date of this Agreement, individuals who at the beginning of such 24-month period were directors of Icon (together with any successors appointed, nominated or elected by such directors in the ordinary course) shall cease for any reason to constitute a majority of the board of directors of Icon; provided, that neither the consummation of the Neptune Separation nor the consummation of the Neptune Acquisition shall constitute an Event of Default under this clause (g); or