Change of Control; Change of Ownership Clause Samples

Change of Control; Change of Ownership. (i) UHG shall fail to own one hundred percent (100%) of the Equity Interests of GSH; or (ii) (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of a majority of the votes entitled to be cast by holders of Equity Interests of UHG in the election of members of the board of directors (or equivalent governing body) of UHG on a Fully Diluted Basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right) or (B) a majority of the members of the board of directors (or other equivalent governing body) of UHG shall not constitute Continuing Directors; or (iii) M▇. ▇▇▇▇▇ ceases for any reason to be principally involved as a member of senior management in the day to day operations of the Borrower and a replacement member of senior management therefor acceptable to the Administrative Agent in its sole discretion is not hired by the Borrower within 60 days thereafter; or (iv) M▇. ▇▇▇▇▇ ▇▇▇▇▇▇ (i) to be the “beneficial owner” of at least 30% of the votes entitled to be cast by holders of Equity Interests of UHG in the election of members of the board of directors (or equivalent governing body) of UHG on a Fully Diluted Basis, or (ii) to be the “beneficial owner” of a majority of the UHG Class B common stock on a Fully Diluted Basis; or (v) the Permitted Holders cease to be the “beneficial owner” of a majority of the votes entitled to be cast by holders of Equity Interests of UHG in the election of members of the board of directors (or equivalent governing body) of UHG on a Fully Diluted Basis.