power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), 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.
For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Companys incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction.
(e) Change in Control Period will mean the period beginning 30 days prior to and ending 12 months following a Change in Control.
(f) COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985.
(g) Code means the Internal Revenue Code of 1986.
(h) Constructive Termination has the meaning set forth in the Eligible Employees Participation Agreement.
(i) Disability means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time of the Eligible Employees termination, in which case, the determination of disability under such plan also will be considered Disability for purposes of this Policy.
(j) Exchange Act means the Securities and Exchange Act of 1934.
(k) Qualified Termination has the meaning set forth in the Eligible Employees Participation Agreement.
(l) Severance Benefits means Salary Severance, Bonus Severance, or Equity Vesting.