Common use of Non-Control Transaction Clause in Contracts

Non-Control Transaction. “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company in which: (i) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 50% of the combined voting power of the voting securities of the corporation or entity resulting from such merger, consolidation or reorganization (the “Surviving Company”) over which any Person has Beneficial Ownership in substantially the same proportion as their Beneficial Ownership of the Voting Securities immediately before such merger, consolidation or reorganization; (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors or equivalent body of the Surviving Company; and (iii) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Company or any Person who, immediately prior to such merger, consolidation or reorganization, had Beneficial Ownership of 50% or more of the then outstanding Voting Securities) has Beneficial Ownership of 50% or more of the combined voting power of the Surviving Company’s then outstanding voting securities.

Non-Control Transaction. “For purposes of this Agreement, a "Non-Control Transaction” shall mean " is a merger, consolidation consolidation, or reorganization of involving the Company in which: (ia) the stockholders of the Company, Company immediately before such merger, consolidation consolidation, or reorganization, own, reorganization own directly or indirectly indirectly, immediately following such merger, consolidation consolidation, or reorganization, at least 5060% of the combined voting power of the outstanding voting securities of the corporation or entity resulting from such merger, merger or consolidation or reorganization (the “"Surviving Company”Corporation") over which any Person has Beneficial Ownership in substantially the same proportion as their Beneficial Ownership ownership of the Voting Securities immediately before such merger, consolidation consolidation, or reorganization; (iib) the individuals who were members of the Incumbent Board of Directors immediately prior to the execution of the agreement providing for such merger, consolidation consolidation, or reorganization constitute at least a majority two-thirds of the members of the board Board of directors or equivalent body Directors of the Surviving CompanyCorporation; and (iiic) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Company Corporation, or any Subsidiary, or any Person who, immediately prior to such merger, consolidation consolidation, or reorganization, reorganization had Beneficial Ownership of 5015% or more of the then outstanding Voting Securities) has Beneficial Ownership of 5015% or more of the combined voting power of the Surviving Company’s Corporation's then outstanding voting securities.