(A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Companys stock,
(B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company,
(C) 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
(D) 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 Section 8(c)(iii)(2)(A) to Section 8(c)(iii)(2)(C).
For this definition, 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 Section 8(c), 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. For the avoidance of doubt, wholly-owned subsidiaries of the Company shall not be considered Persons for purposes of this Section 8(c).
(iv) A transaction will not be a Change in Control:
(1) unless the transaction qualifies as a change in control event within the meaning of Code Section 409A; or
(2) if its primary purpose is to (1) change the jurisdiction of the Companys incorporation, or (2) create a holding company owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction.
(d) Change in Control Period means the period beginning on the date a LOI or similar agreement is made between the Company and an acquiror, provided such date occurs no earlier than nine (9) months prior to a Change in Control, and ending twelve (12) months following a Change in Control.
(e) COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Company Group means the Company and its subsidiaries.
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