THE
CORPORATION VOTING SECURITIES; OR
(B)
INDIVIDUALS WHO, AS OF THE DATE OF THE
AGREEMENT, CONSTITUTE THE BOARD (THE "INCUMBENT BOARD") CEASE FOR ANY REASON TO
CONSTITUTE AT LEAST A MAJORITY OF THE BOARD; PROVIDED, HOWEVER, THAT ANY
INDIVIDUAL BECOMING A DIRECTOR SUBSEQUENT TO THE DATE HEREOF WHOSE ELECTION, OR
NOMINATION FOR ELECTION BY THE CORPORATION'S
2
STOCKHOLDERS, WAS APPROVED BY A VOTE OF AT LEAST A MAJORITY OF THE DIRECTORS
THEN COMPRISING THE INCUMBENT BOARD WILL BE CONSIDERED AS THOUGH SUCH INDIVIDUAL
WERE A MEMBER OF THE INCUMBENT BOARD, BUT EXCLUDING, FOR THIS PURPOSE, ANY SUCH
INDIVIDUAL WHOSE INITIAL ASSUMPTION OF OFFICE OCCURS AS A RESULT OF AN ACTUAL OR
THREATENED ELECTION CONTEST WITH RESPECT TO THE ELECTION OR REMOVAL OF DIRECTORS
OR OTHER ACTUAL OR THREATENED SOLICITATION OF PROXIES OR CONSENTS BY OR ON
BEHALF OF A PERSON OTHER THAN THE BOARD OF DIRECTORS; OR
(C)
CONSUMMATION BY THE CORPORATION OF A
REORGANIZATION, MERGER OR CONSOLIDATION, OR SALE OR OTHER DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR THE ACQUISITION OF ASSETS
OR STOCK OF ANOTHER ENTITY (A "BUSINESS COMBINATION"), IN EACH CASE, UNLESS
IMMEDIATELY FOLLOWING SUCH BUSINESS COMBINATION:
(I) MORE THAN 50.1% OF THE
COMBINED VOTING POWER OF THEN OUTSTANDING VOTING SECURITIES ENTITLED TO VOTE
GENERALLY IN THE ELECTION OF DIRECTORS OF (X) THE CORPORATION RESULTING FROM
SUCH BUSINESS COMBINATION (THE "SURVIVING CORPORATION"), OR (Y) IF APPLICABLE, A
CORPORATION THAT AS 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 (THE "PARENT CORPORATION"), IS REPRESENTED, DIRECTLY OR
INDIRECTLY BY CORPORATION VOTING SECURITIES OUTSTANDING IMMEDIATELY PRIOR TO
SUCH BUSINESS COMBINATION (OR, IF APPLICABLE, IS REPRESENTED BY SHARES INTO
WHICH SUCH CORPORATION VOTING SECURITIES WERE CONVERTED PURSUANT TO SUCH
BUSINESS COMBINATION), AND SUCH VOTING POWER AMONG THE HOLDERS THEREOF IS IN
SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR OWNERSHIP, IMMEDIATELY PRIOR TO SUCH
BUSINESS COMBINATION, OF THE CORPORATION VOTING SECURITIES, (II) NO PERSON
(EXCLUDING ANY EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) OF THE CORPORATION OR
SUCH CORPORATION RESULTING FROM SUCH BUSINESS COMBINATION) BENEFICIALLY OWNS,
DIRECTLY OR INDIRECTLY, 331/3% OR MORE OF THE COMBINED VOTING POWER OF THE THEN
OUTSTANDING VOTING SECURITIES ELIGIBLE TO ELECT DIRECTORS OF THE PARENT
CORPORATION (OR, IF THERE IS NO PARENT CORPORATION, THE SURVIVING CORPORATION)
EXCEPT TO THE EXTENT THAT SUCH OWNERSHIP OF THE CORPORATION EXISTED PRIOR TO THE
BUSINESS COMBINATION AND (III) AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD
OF DIRECTORS OF THE PARENT CORPORATION (OR, IF THERE IS NO PARENT CORPORATION,
THE SURVIVING CORPORATION) WERE MEMBERS OF THE INCUMBENT BOARD AT THE TIME OF
THE EXECUTION OF THE INITIAL AGREEMENT, OR OF THE ACTION OF THE BOARD, PROVIDING
FOR SUCH BUSINESS COMBINATION; OR
(D)
APPROVAL BY THE CORPORATION'S STOCKHOLDERS
OF A COMPLETE LIQUIDATION OR DISSOLUTION OF THE CORPORATION.
"Code" means the Internal Revenue Code of 1986, as amended.
A reference to any
provision of the Code will include reference