ENTITLED TO VOTE GENERALLY IN THE
ELECTION OF DIRECTORS OF THE COMPANY IMMEDIATELY PRIOR TO SUCH TRANSACTION;
(4)
THE COMPANY IN ANY TRANSACTION OR SERIES OF RELATED TRANSACTIONS,
SELLS ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANY OTHER CORPORATION OR OTHER
LEGAL PERSON AND LESS THAN A MAJORITY OF THE COMBINED VOTING POWER OF THE
THEN-OUTSTANDING SECURITIES OF SUCH CORPORATION OR PERSON IMMEDIATELY AFTER SUCH
SALE OR SALES ARE HELD, DIRECTLY OR INDIRECTLY, IN THE AGGREGATE BY THE HOLDERS
OF SECURITIES ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF THE
COMPANY IMMEDIATELY PRIOR TO SUCH SALE;
(5)
THE COMPANY AND ITS AFFILIATES SHALL SELL OR DISPOSE OF (IN A
SINGLE TRANSACTION OR SERIES OF RELATED TRANSACTIONS) BUSINESS OPERATIONS THAT
GENERATED TWO-THIRDS OF THE CONSOLIDATED REVENUES (DETERMINED ON THE BASIS OF
THE COMPANY'S FOUR MOST RECENTLY COMPLETED FISCAL QUARTERS FOR WHICH REPORTS
HAVE BEEN FILED UNDER THE EXCHANGE ACT) OF THE COMPANY AND ITS SUBSIDIARIES
IMMEDIATELY PRIOR THERETO;
(6)
THE COMPANY FILES A REPORT OR PROXY STATEMENT WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
DISCLOSING IN RESPONSE TO FORM 8-K OR SCHEDULE 14A (OR ANY SUCCESSOR SCHEDULE,
FOWL OR REPORT OR ITEM THEREIN) THAT A CHANGE IN CONTROL OF THE COMPANY HAS OR
MAY HAVE OCCURRED OR WILL OR MAY OCCUR IN THE FUTURE PURSUANT TO ANY THEN
EXISTING CONTRACT OR TRANSACTION;
(7)
ANY PERSON OR GROUP ACQUIRES (OR HAS ACQUIRED DURING THE 12-MONTH
PERIOD ENDING ON THE DATE OF THE MOST RECENT ACQUISITION BY SUCH PERSON OR
GROUP) ASSETS FROM THE COMPANY THAT HAVE A TOTAL GROSS FAIR MARKET VALUE EQUAL
TO OR MORE THAN 40% OF THE TOTAL GROSS FAIR MARKET VALUE OF ALL OF THE ASSETS OF
THE COMPANY IMMEDIATELY PRIOR TO SUCH ACQUISITION OR ACQUISITIONS. FOR THIS
PURPOSE, GROSS FAIR MARKET VALUE MEANS THE VALUE OF THE ASSETS OF THE COMPANY,
OR THE VALUE OF THE ASSETS BEING DISPOSED OF, DETERMINED WITHOUT REGARD TO ANY
LIABILITIES ASSOCIATED WITH SUCH ASSETS. HOWEVER, NO CHANGE IN CONTROL SHALL BE
DEEMED TO OCCUR UNDER THIS SECTION 7.7(E) (7) AS A RESULT OF A TRANSFER TO:
(A)
A SHAREHOLDER OF THE COMPANY (IMMEDIATELY BEFORE THE ASSET
TRANSFER) IN EXCHANGE FOR OR WITH RESPECT TO ITS STOCK;
(B)
AN ENTITY, 50% OR MORE OF THE TOTAL VALUE OR VOTING POWER OF WHICH
IS OWNED, DIRECTLY OR INDIRECTLY, BY THE COMPANY;
(C)
A PERSON OR GROUP THAT OWNS, DIRECTLY OR INDIRECTLY, 50% OR MORE
OF THE TOTAL VALUE OR VOTING POWER OF ALL THE OUTSTANDING STOCK OF THE COMPANY;
OR
(D)
AN ENTITY, AT LEAST 50% OF THE TOTAL VALUE OR VOTING POWER OF WHICH
IS OWNED, DIRECTLY OR INDIRECTLY, BY A PERSON DESCRIBED IN CLAUSE (C) ABOVE.
FOR THESE PURPOSES, THE TERM "PERSON" SHALL MEAN AN INDIVIDUAL, COMPANY,
ASSOCIATION, JOINT STOCK COMPANY, BUSINESS TRUST OR OTHER SIMILAR ORGANIZATION,
PARTNERSHIP, LIMITED LIABILITY
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COMPANY, JOINT VENTURE, TRUST, UNINCORPORATED ORGANIZATION OR GOVERNMENT OR
AGENCY, INSTRUMENTALITY OR POLITICAL SUBDIVISION THEREOF. THE TERM "GROUP" SHALL