For purposes of this Section 1.1, willful means an act or omission in bad faith and without reasonable belief that such act or omission was in, or not opposed to, the best interests of the Company.
1.2. Change in Control means:
(a) Any person (as that term is used in Sections 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) is or becomes a beneficial owner or acquires, or has acquired beneficial ownership (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), of more than 50% (except with respect to an acquisition by the existing stockholders of the Company as of March 1, 2017 as Permitted Transfers under Section 2.2 (other than Section 2.2(a)(iv), (v) or (x), or Section 2.2(a)(vii) insofar as to a stockholder thereunder is described in any of Section 2.2(a)(iv), (v) or (x), or Section 2.2(a)(viii) insofar as a partner thereunder is described in any of 2.2(a)(iv), (v), or (x)) of the Stockholders Agreement among the existing stockholders dated as of April 15, 1996) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (Voting Securities) of the Company, excluding, however, any acquisition of Voting Securities: (i) directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (ii) by the Company or a subsidiary of the Company, (iii) by an employee benefit plan (or related trust) sponsored or maintained by the Company or entity controlled by the Company, or (iv) pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or
(b) Individuals who, as of March 1, 2017, constitute the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to March 1, 2017 whose election, or nomination for election by the Companys stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall 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 is in connection with an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or
(c) The Company shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of the Company shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof, (i) the stockholders of the Company immediately prior thereto shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) (Newco) immediately thereafter in substantially the same proportions as their ownership immediately prior to such corporate transaction, (ii) no person beneficially owns (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations promulgated thereunder), directly or indirectly, 30% or more, of the combined Voting Securities of Newco immediately after such corporate transaction except to the extent that such ownership of the Company existed prior to such corporate transaction and (iii) more than 50% of the members of the Board of Directors of Newco shall be Incumbent Directors; or
(d) The stockholders of the Company approve a complete liquidation or dissolution of the Company.