DIRECTORS.
C.
CHANGE OF CONTROL SHALL MEAN AND INCLUDES
EACH OF THE FOLLOWING:
(I)
A TRANSACTION OR SERIES OF TRANSACTIONS
(OTHER THAN AN OFFERING OF THE COMMON STOCK TO THE GENERAL PUBLIC THROUGH A
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION)
WHEREBY ANY "PERSON" OR RELATED "GROUP" OF "PERSONS" (AS SUCH TERMS ARE USED IN
SECTIONS 13(D) AND 14(D)(2) OF THE EXCHANGE ACT) (OTHER THAN THE CORPORATION,
ANY OF ITS SUBSIDIARIES, AN EMPLOYEE BENEFIT PLAN MAINTAINED BY THE CORPORATION
OR ANY OF ITS SUBSIDIARIES OR A "PERSON" THAT, PRIOR TO SUCH TRANSACTION,
DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL
WITH, THE CORPORATION) DIRECTLY OR INDIRECTLY ACQUIRES BENEFICIAL OWNERSHIP
(WITHIN THE MEANING OF RULE 13D-3 UNDER THE EXCHANGE ACT) OF SECURITIES OF THE
CORPORATION POSSESSING MORE THAN 50% OF THE TOTAL COMBINED VOTING POWER OF THE
CORPORATION'S SECURITIES OUTSTANDING IMMEDIATELY AFTER SUCH ACQUISITION; OR
(II)
DURING ANY PERIOD OF TWO CONSECUTIVE
YEARS, INDIVIDUALS WHO, AT THE BEGINNING OF SUCH PERIOD, CONSTITUTE THE BOARD
TOGETHER WITH ANY NEW DIRECTOR(S) (OTHER THAN A DIRECTOR DESIGNATED BY A PERSON
WHO SHALL HAVE ENTERED INTO AN AGREEMENT WITH THE CORPORATION TO EFFECT A
TRANSACTION DESCRIBED IN SECTION C (I) OR SECTION C (III) HEREOF) WHOSE ELECTION
BY THE BOARD OR NOMINATION FOR ELECTION BY THE CORPORATION'S STOCKHOLDERS WAS
APPROVED BY A VOTE OF AT LEAST A MAJORITY OF THE DIRECTORS THEN STILL IN OFFICE
WHO EITHER WERE DIRECTORS AT THE BEGINNING OF THE TWO-YEAR PERIOD OR WHOSE
ELECTION OR NOMINATION FOR ELECTION WAS PREVIOUSLY SO APPROVED, CEASE FOR ANY
REASON TO CONSTITUTE A MAJORITY THEREOF; OR
(III)
THE CONSUMMATION BY THE CORPORATION (WHETHER
DIRECTLY INVOLVING THE CORPORATION OR INDIRECTLY INVOLVING THE CORPORATION
THROUGH ONE OR MORE INTERMEDIARIES) OF (X) A MERGER, CONSOLIDATION,
REORGANIZATION, OR BUSINESS
A-1
COMBINATION OR (Y) A SALE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF
THE CORPORATION'S ASSETS IN ANY SINGLE TRANSACTION OR SERIES OF RELATED
TRANSACTIONS OR (Z) THE ACQUISITION OF ASSETS OR STOCK OF ANOTHER ENTITY, IN
EACH CASE OTHER THAN A TRANSACTION:
A.
WHICH RESULTS IN THE CORPORATION'S
VOTING SECURITIES OUTSTANDING IMMEDIATELY BEFORE THE TRANSACTION CONTINUING TO
REPRESENT (EITHER BY REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING
SECURITIES OF THE CORPORATION OR THE PERSON THAT, AS A RESULT OF THE
TRANSACTION, CONTROLS, DIRECTLY OR INDIRECTLY, THE CORPORATION OR OWNS, DIRECTLY
OR INDIRECTLY, ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS OR OTHERWISE
SUCCEEDS TO THE BUSINESS OF THE CORPORATION (THE CORPORATION OR SUCH PERSON, THE
"SUCCESSOR ENTITY")) DIRECTLY OR INDIRECTLY, AT LEAST A MAJORITY OF THE COMBINED
VOTING POWER OF THE SUCCESSOR ENTITY'S OUTSTANDING VOTING SECURITIES IMMEDIATELY
AFTER THE TRANSACTION, AND
B.
AFTER WHICH NO PERSON OR GROUP
BENEFICIALLY OWNS VOTING SECURITIES REPRESENTING 50% OR MORE OF THE COMBINED
VOTING POWER OF THE SUCCESSOR ENTITY; PROVIDED, HOWEVER, THAT NO PERSON OR GROUP
SHALL BE TREATED FOR PURPOSES OF THIS SECTION C (III) (B) AS BENEFICIALLY OWNING
50% OR MORE OF COMBINED VOTING POWER OF THE SUCCESSOR ENTITY SOLELY