Common use of Merger or Asset Sale and Material Change in Shareholders and Board Clause in Contracts

Merger or Asset Sale and Material Change in Shareholders and Board. A merger, consolidation, reorganization or share exchange, or sale of all or substantially all of the assets, of SRA, unless, immediately following such transaction, all of the following shall apply: (A) all or substantially all of the beneficial owners of SRA immediately prior to such transaction will beneficially own in substantially the same proportions, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such transaction (including, without limitation, a corporation or other entity which, as a result of such transaction, owns SRA or all or substantially all of the SRA assets, either directly or through one or more subsidiaries) (the “Successor Entity”), (B) no Person (other than Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx or any Permitted Transferee of either Xx. Xxxxxxxx or Xx. Xxxxx so long as such transferee continues to so qualify as a Permitted Transferee) will be the beneficial owner, directly or indirectly, of 35% or more of the combined voting power of the then outstanding voting securities of the Successor Entity, and (C) at least a majority of the members of the board of directors of the Successor Entity will be Incumbent Directors. All terms used in this Section shall be interpreted in a manner consistent with the ‘34 Act.

Merger or Asset Sale and Material Change in Shareholders and Board. A merger, consolidation, reorganization or share exchangeexchange of the Company (including a transaction involving a subsidiary of the Company that is intended to effect a change in control of the Company), or sale of all or substantially all of the assets, assets of SRAthe Company and its subsidiaries on a consolidated basis, unless, immediately following such transaction, all of the following shall apply: (A) all or substantially all of the beneficial owners of SRA the Company immediately prior to such transaction will beneficially own in substantially the same proportions, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such transaction (including, without limitation, a corporation or other entity which, as a result of such transaction, owns SRA the Company or all or substantially all of the SRA Company assets, either directly or through one or more subsidiaries) (the “Successor Entity”), (B) no Person (other than Xxxxx Exxxx Xxxxxxxx, Xxxxxxx Wxxxxxx Xxxxx or any Permitted Transferee of either XxMx. Xxxxxxxx or XxMx. Xxxxx so long as such transferee continues to so qualify as a Permitted Transferee) will be the beneficial owner, directly or indirectly, of 35% or more of the combined voting power of the then outstanding voting securities of the Successor Entity, and (C) at least a majority of the members of the board of directors of the Successor Entity will be Incumbent Directors. All terms used in this Section definition shall be interpreted in a manner consistent with the ‘34 Exchange Act.

Merger or Asset Sale and Material Change in Shareholders and Board. A merger, consolidation, reorganization or share exchangeexchange of the Company (including a transaction involving a subsidiary of the Company that is intended to effect a change in control of the Company), or sale of all or substantially all of the assets, assets of SRAthe Company and its subsidiaries on a consolidated basis, unless, immediately following such transaction, all of the following shall apply: (A) all or substantially all of the beneficial owners of SRA the Company immediately prior to such transaction will beneficially own in substantially the same proportions, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such transaction (including, without limitation, a corporation or other entity which, as a result of such transaction, owns SRA the Company or all or substantially all of the SRA Company assets, either directly or through one or more subsidiaries) (the “Successor Entity”), (B) no Person (other than Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx or any Permitted Transferee of either Xx. Xxxxxxxx or Xx. Xxxxx so long as such transferee continues to so qualify as a Permitted Transferee) will be the beneficial owner, directly or indirectly, of 35% or more of the combined voting power of the then outstanding voting securities of the Successor Entity, and (C) at least a majority of the members of the board of directors of the Successor Entity will be Incumbent Directors. All terms used in this Section definition shall be interpreted in a manner consistent with the ‘34 Exchange Act.