Price Emerging Europe Fund T Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Corporate Bond Fund T. Rowe Price Emerging Markets Local Currency Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Growth Stock Fund T. Rowe Price Global Industrials Fund T. Rowe Price Global Infrastructure Fund T. Rowe Price Global Stock Fund T. Rowe Price International Bond Fund T. Rowe Price International Concentrated Equity Fund T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price Overseas Stock Fund T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. T. Rowe Price International Equity Index Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio T. Rowe Price Floating Rate Multi-Sector Account Portfolio T. Rowe Price High Yield Multi-Sector Account Portfolio T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. WF NHF I, LLC T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ASSETS FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Government Reserve Investment Fund T. Rowe Price Reserve Investment Fund T. Rowe Price Short-Term Government Reserve Fund T. Rowe Price Short-Term Reserve Fund T. ROWE PRICE RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement 2050 Fund T. Rowe Price Retirement 2055 Fund T. Rowe Price Retirement 2060 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Target Retirement 2005 Fund T. Rowe Price Target Retirement 2010 Fund T. Rowe Price Target Retirement 2015 Fund T. Rowe Price Target Retirement 2020 Fund T. Rowe Price Target Retirement 2025 Fund T. Rowe Price Target Retirement 2030 Fund T. Rowe Price Target Retirement 2035 Fund T. Rowe Price Target Retirement 2040 Fund T. Rowe Price Target Retirement 2045 Fund T. Rowe Price Target Retirement 2050 Fund T. Rowe Price Target Retirement 2055 Fund T. Rowe Price Target Retirement 2060 Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. Rowe Price Ultra Short-Term Bond Fund T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Georgia Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund Maryland Tax-Free Bond Fund Maryland Tax-Free Money Fund New Jersey Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund T. ROWE PRICE STRATEGIC INCOME FUND, INC. T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Income Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Money Market Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Equity Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. Rowe Price Tax-Free Ultra Short-Term Bond Fund T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE VALUE FUND, INC. /s/David Oestreicher By:_____________________________________ David Oestreicher, Vice President STATE STREET BANK AND TRUST COMPANY /s/Michael F. Rogers By:_____________________________________ Michael F. Rogers, Executive Vice President The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, April 4, 2013, April 22, 2013, July 1, 2013, July 24, 2013, February 4, 2014, March 19, 2014, May 14, 2014, and June 5, 2014 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of, August 5, 2014 by adding thereto T. Rowe Price New Horizons Fund, Inc. on behalf of CHEWY NHF, LLC and T. Rowe Price Small-Cap Value Fund, Inc. on behalf of CHEWY SCVF, LLC. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE CREDIT OPPORTUNITIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE FLOATING RATE FUND, INC. T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. Rowe Price Institutional U.S. Structured Research Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional Credit Opportunities Fund T. Rowe Price Institutional Floating Rate Fund T. Rowe Price Institutional Global Multi-Sector Bond Fund T. Rowe Price Institutional High Yield Fund T. Rowe Price Institutional Long Duration Credit Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Africa & Middle East Fund T. Rowe Price Institutional Concentrated International Equity Fund T. Rowe Price Institutional Emerging Markets Bond Fund T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Frontier Markets Equity Fund T. Rowe Price Institutional Global Focused Growth Equity Fund T. Rowe Price Institutional Global Growth Equity Fund T. Rowe Price Institutional Global Value Equity Fund T. Rowe Price Institutional International Bond Fund T. Rowe Price Institutional International Core Equity Fund T. Rowe Price Institutional International Growth Equity Fund T. ROWE PRICE INTERMEDIATE TAX-FREE HIGH YIELD FUND, INC.
Price Emerging Europe Fund X Xxxx Price Emerging Markets Bond Fund X. Xxxx Price Emerging Markets Corporate Bond Fund X. Xxxx Price Emerging Markets Local Currency Bond Fund X. Xxxx Price Emerging Markets Stock Fund X. Xxxx Price Emerging Markets Value Stock Fund X. Xxxx Price European Stock Fund X. Xxxx Price Global Growth Stock Fund X. Xxxx Price Global High Income Bond Fund X. Xxxx Price Global Industrials Fund X. Xxxx Price Global Stock Fund X. Xxxx Price Global Unconstrained Bond Fund X. Xxxx Price International Bond Fund X. Xxxx Price International Concentrated Equity Fund X. Xxxx Price International Discovery Fund X. Xxxx Price International Growth & Income Fund X. Xxxx Price International Stock Fund X. Xxxx Price Japan Fund X. Xxxx Price Latin America Fund X. Xxxx Price New Asia Fund X. Xxxx Price Overseas Stock Fund X. XXXX PRICE INTERNATIONAL INDEX FUND, INC. X. Xxxx Price International Equity Index Fund X. XXXX PRICE INTERNATIONAL SERIES, INC. X. Xxxx Price International Stock Portfolio X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. X. XXXX PRICE MID-CAP GROWTH FUND, INC. X. XXXX PRICE MID-CAP VALUE FUND, INC. X. XXXX PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. X. Xxxx Price Emerging Markets Corporate Multi-Sector Account Portfolio X. Xxxx Price Emerging Markets Local Multi-Sector Account Portfolio X. Xxxx Price Floating Rate Multi-Sector Account Portfolio X. Xxxx Price High Yield Multi-Sector Account Portfolio X. Xxxx Price Investment-Grade Corporate Multi-Sector Account Portfolio X. Xxxx Price Mortgage-Backed Securities Multi-Sector Account Portfolio X. XXXX PRICE NEW AMERICA GROWTH FUND X. XXXX PRICE NEW ERA FUND, INC. X. XXXX PRICE NEW HORIZONS FUND, INC. CHEWY NHF, LLC Encapsys NHF, LLC WF NHF I, LLC X. XXXX PRICE NEW INCOME FUND, INC. X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC. X. Xxxx Price Personal Strategy Balanced Fund X. Xxxx Price Personal Strategy Growth Fund X. Xxxx Price Personal Strategy Income Fund X. XXXX PRICE PRIME RESERVE FUND, INC. X. XXXX PRICE REAL ASSETS FUND, INC. X. XXXX PRICE REAL ESTATE FUND, INC. X. XXXX PRICE RESERVE INVESTMENT FUNDS, INC. X. Xxxx Price Government Reserve Investment Fund X. Xxxx Price Reserve Investment Fund X. Xxxx Price Short-Term Government Reserve Fund X. Xxxx Price Short-Term Reserve Fund X. XXXX PRICE RETIREMENT FUNDS, INC. X. Xxxx Price Retirement 2005 Fund X. Xxxx Price Retirement 2010 Fund X. Xxxx Price Retirement 2015 Fund X. Xxxx Price Retirement 2020 Fund X. Xxxx Price Retirement 2025 Fund X. Xxxx Price Retirement 2030 Fund X. Xxxx Price Retirement 2035 Fund X. Xxxx Price Retirement 2040 Fund X. Xxxx Price Retirement 2045 Fund X. Xxxx Price Retirement 2050 Fund X. Xxxx Price Retirement 2055 Fund X. Xxxx Price Retirement 2060 Fund X. Xxxx Price Retirement Balanced Fund X. Xxxx Price Target 2005 Fund X. Xxxx Price Target 2010 Fund X. Xxxx Price Target 2015 Fund X. Xxxx Price Target 2020 Fund X. Xxxx Price Target 2025 Fund X. Xxxx Price Target 2030 Fund X. Xxxx Price Target 2035 Fund X. Xxxx Price Target 2040 Fund X. Xxxx Price Target 2045 Fund X. Xxxx Price Target 2050 Fund X. Xxxx Price Target 2055 Fund X. Xxxx Price Target 2060 Fund X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC. X. XXXX PRICE SHORT-TERM BOND FUND, INC. X. Xxxx Price Ultra Short-Term Bond Fund X. XXXX PRICE SMALL-CAP STOCK FUND, INC. X. XXXX PRICE SMALL-CAP VALUE FUND, INC. CHEWY SCVF, LLC
Change of Control Repurchase Event If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:
If there is a permitted secondary offering (1) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering 10% or more of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3%. (2) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering less than 10% of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering On the listing date 1/10 of your original number of escrow securities less the escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3% after completion of the release on the listing date.
Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:
Change of Control of the Academy Trust 102A) The Secretary of State may at any time by notice in writing, subject to clause 102C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:
Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens: (a) A Xxxx of Sale in the form attached hereto as Exhibit D; (b) An Assignment and Assumption Agreement in the form attached hereto as Exhibit E; (c) An Assignment of Patents and Trademarks in the form attached hereto as Exhibit F; (d) An Assignment of Internet Domain Name in the form attached hereto as Exhibit G; and (e) Such other instruments of transfer reasonably requested by Buyer.
Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.
Successor Company Substituted (a) Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance or transfer, following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. (b) Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. (c) In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate to reflect such occurrence.
Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) 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 prior to such Business Combination beneficially own, directly or indirectly, more than 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 the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) 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 prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.