Corporation Transactions. The effective date of a merger or consolidation of the Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation 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 60% 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;
Corporation Transactions. The effective date of a merger or consolidation of the Corporation with any other entity that is not a subsidiary or other affiliate of the Corporation, other than a merger or consolidation which would result in the voting securities of the Corporation 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) greater than or equal to 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 directors or other governing body of such surviving entity (assuming for purposes of such determination that there is no change in the record ownership of the Corporation's securities from the record date for such approval until such reorganization and that such record owners hold no securities of the other parties to such reorganization, but including in such determination any securities of the other parties to such reorganization held by affiliates of the Corporation);
Corporation Transactions. The effective date of a reorganization, merger or consolidation of the Corporation (a "Business Combination"), in each case, unless, immediately following such Business Combination: (a) all or substantially all of the Persons who were the Beneficial Owners of securities entitled to vote generally in the election of Directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Corporation entitled to vote generally in the election of Directors resulting from such Business Combination (including, without limitation, a corporation which was a result of such transaction owns the Corporation or all or substantially all of the Corporation'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 securities entitled to vote generally in the election of Directors; (b) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of Directors of such corporation except to the extent that such ownership existed prior to such Business Combination; and (c) 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 of the action of the board of directors, providing for such Business Combination;
Corporation Transactions. Seller shall file with the appropriate Secretary of State an amendment to the Corporation's Articles of Incorporation and shall take such other action as may be necessary to change the Corporation's status and purpose to that of a general business corporation in accordance with all applicable laws, rules and regulations. Seller shall form a new professional entity ("New Entity") under which Seller shall conduct its orthodontic practice at the Facilities. In addition, the New Entity shall (i) own any assets of the Corporation which applicable law prohibits Purchaser from owning, (ii) enter into a twenty (20) year service or consulting agreement with Purchaser, and (iii) enter into five (5) year employment agreements (as described in Section 6.10) with Seller and all orthodontists who deliver patient care at the Facilities on average more than ten (10) days per month, or who have an equity interest in New Entity.
