Definition of Hallmark Change in Control

Hallmark Change in Control means the consummation of a transaction following which an entity or person (other than Newcastle Partners, L.P., Newcastle Capital Management, L.P., Mark Schwarz or any affiliate of any of the foregoing (theNewcastle Parties")) shall alone, or together with its affiliates (other than any Newcastle Parties), beneficially own more than fifty percent (50%) of the outstanding common stock of the Class A Member.