Common use of Business Combination Clause in Contracts

Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Xxxxxx (a “Business Combination”), unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx or all or substantially all of the assets of Xxxxxx either directly or through one or more subsidiaries and affiliates) in substantially the same proportions as their ownership immediately before such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before the Business Combination; and (C) at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination.

Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Xxxxxx (a “Business Combination”), unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx or all or substantially all of the assets of Xxxxxx either directly or through one or more subsidiaries and affiliatessubsidiaries) in substantially the same proportions as their ownership immediately before prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before prior to the Business Combination; and (C) at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination.

Business Combination. The consummation Consummation of a reorganization, merger, consolidation, merger or consolidation or sale or other disposition of all or substantially all of the assets of Xxxxxx the Company (a “Business Combination”), in each case, unless, following such Business Combination: , (Ai) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx the Company or all or substantially all of the Company’s assets of Xxxxxx either directly or through one or more subsidiaries and affiliatessubsidiaries) in substantially the same proportions as their ownership ownership, immediately before prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; , (Bii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination Outstanding Company Common Stock or the combined voting power of the then outstanding voting securities Outstanding Voting Securities of such corporation except to the extent that such ownership existed before prior to the Business Combination; and Combination and (Ciii) at least a majority of the members of the board of directors or other governing body of the entity corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board Board, providing for such Business Combination.; or

Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Xxxxxx Bridgeway National (a “Business Combination”), unless, following such Business Combination: (A) a. all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx Bridgeway National or all or substantially all of the assets of Xxxxxx Bridgeway National either directly or through one or more subsidiaries and affiliates) in substantially the same proportions as their ownership immediately before such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) b. no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx Bridgeway National or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before the Business Combination; and (C) c. at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination.

Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Xxxxxx (a “Business Combination”), unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx or all or substantially all of the assets of Xxxxxx either directly or through one or more subsidiaries and affiliatessubsidiaries) in substantially the same proportions as their ownership immediately before such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before the Business Combination; and (C) at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination.

Business Combination. The consummation Approval by the shareholders of the -------------------- Company of a reorganizationBusiness Combination that is not subject, mergeras a matter of law or contract, consolidationto approval by the Agency, or sale or other disposition of all or substantially all of the assets of Xxxxxx (a “Business Combination”)in each case, unless, ------ following such Business Combination: (A) A. all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx the Company or its principal subsidiary or all or substantially all of the assets of Xxxxxx the Company or its principal subsidiary either directly or through one or more subsidiaries and affiliatessubsidiaries) in substantially the same proportions as their ownership ownership, immediately before prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) B. no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before prior to the Business Combination; and (C) C. at least a majority of the members of the board of directors or other governing body of the entity corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board Board, providing for such Business Combination.; or

Business Combination. The consummation Consummation of a reorganization, merger, consolidation, merger or consolidation or sale or other disposition of all or substantially all of the assets of Xxxxxx RxElite (a “Business Combination”), in each case, unless, following such Business Combination: , (Ai) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company RxElite Common Stock and Outstanding Company RxElite Voting Securities immediately before prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx RxElite or all or substantially all of the RxElite’s assets of Xxxxxx either directly or through one or more subsidiaries and affiliatessubsidiaries) in substantially the same proportions as their ownership ownership, immediately before prior to such Business Combination of the Outstanding Company RxElite Common Stock and Outstanding Company RxElite Voting Securities, as the case may be; , (Bii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx RxElite or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination Outstanding RxElite Common Stock or the combined voting power of the then outstanding voting securities Outstanding Voting Securities of such corporation except to the extent that such ownership existed before prior to the Business Combination; and Combination and (Ciii) at least a majority of the members of the board of directors or other governing body of the entity corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board Board, providing for such Business Combination.; or

Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Xxxxxx Group (a “Business Combination”), unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50 fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Xxxxxx Group or all or substantially all of the assets of Xxxxxx Group either directly or through one or more subsidiaries and affiliates) in substantially the same proportions as their ownership immediately before such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Xxxxxx Group or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before the Business Combination; and (C) at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination.