Common use of Definitions and Conventions Clause in Contracts

Definitions and Conventions. As used in this Agreement: (a) all or substantially all the assets of the Company are sold or otherwise disposed of in a transaction or series of related transactions or (b) the approval by the stockholders of the Company of a complete liquidation of the Company or the sale or other disposition of all or substantially all of the assets of the Company, other than, in any case described in this clause (iii), pursuant to the business plan of the Company approved prior to the time a Change in Control has occurred pursuant to another clause of this definition of “Change in Control”; or (vi) the individuals who on the date hereof constitute the Board (including, for this purpose, any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who were directors on the date hereof or whose election or nomination was so approved) cease for any reason to constitute at least a majority of the members of the Board.