Pro Forma Ownership Change definition
Pro Forma Ownership Change means, with respect to any Transfer, the “ownership change” within the meaning of Section 382 of the Code that the Company would undergo as a result of such Transfer if both (i) the issuance of Parent Common Stock upon exercise of all outstanding Parent Stock Options and (ii) the consummation of the Merger and the issuance of Parent Common Stock under the Merger Agreement were each given effect as if such issuances had occurred immediately prior to such Transfer.