Common use of Change in Ownership of a Substantial Portion of Assets Clause in Contracts

Change in Ownership of a Substantial Portion of Assets. The acquisition by any Person during the 12-month period ending on the date of the most recent acquisition by such Person, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition(s). For this purpose, “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. In the event of any conflict between the summary contained in this subparagraph and the definition of “change in control” as defined in Section 409A, Section 409A shall govern.