Common use of Change in Control of Company Clause in Contracts

Change in Control of Company. For purposes of this Agreement, “Change in Control of Company” shall mean the occurrence of any of the following: (i) Any person or entity acquires ownership or control, directly or indirectly, of securities of the Company (or a successor to the Company) representing fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Company or such successor; (ii) (a) a sale or disposition of assets of the Company involving fifty percent (50%) or more in value of the assets of the Company; (b) any merger or reorganization of Company (whether or not another entity is the survivor), in which the Company’s shareholders (immediately prior to the transaction) do not own (immediately after the transaction), either directly or indirectly, at least fifty-one percent (51%) of the voting power of the surviving or successor corporation; (c) any transaction pursuant to which all of the shareholders of the Company immediately prior to the transaction, hold (immediately after the transaction) less than fifty-one percent (51%) of the combined voting power of the Company or any successor Company; (d) any other event or transaction which the Board determines, in its discretion, would materially alter the structure, ownership or control of the Company; provided, however, that the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of , 1999, between Impax, Inc., a California corporation, and Global, a Delaware corporation, shall not constitute a Change in Control.

Change in Control of Company. For purposes of this Agreement, “Change in Control of Company” shall mean the occurrence of any of the following: (i) Any person or entity acquires ownership or control, directly or indirectly, of securities of the Company (or a successor to the Company) representing fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Company or such successor; (ii) (a) a sale or disposition of assets of the Company involving fifty percent (50%) or more in value of the assets of the Company; (b) any merger or reorganization of Company (whether or not another entity is the survivor), in which the Company’s shareholders (immediately prior to the transaction) do not own (immediately after the transaction), either directly or indirectly, at least fifty-one percent (51%) of the voting power of the surviving or successor corporation; (c) any transaction pursuant to which all of the shareholders of the Company immediately prior to the transaction, hold (immediately after the transaction) less than fifty-one percent (51%) of the combined voting power of the Company or any successor Company; (d) any other event or transaction which the Board determines, in its discretion, would materially alter the structure, ownership or control of the Company; provided, however, that the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of , 1999, between Impax, Inc., a California corporation, and GlobalGemstone, a Delaware corporation, shall not constitute a Change in Control.