Common use of Permitted Transaction Clause in Contracts

Permitted Transaction. Notwithstanding the provisions of this Section 3, on and after the eleventh business day after the commencement of a proxy contest, tender offer or exchange offer which could result in a "Change of Control Transaction" (as defined below) for outstanding Securities or on or after the public announcement that the Company has entered into an agreement with a third party not affiliated with the Company that would result in a Change of Control Transaction, the Standstill Investor shall be permitted to make a proposal to the Company's Board of Directors or shareholders or to tender or exchange any Securities beneficially owned by it pursuant to such transaction. As used herein, "Change of Control Transaction" shall mean (A) any tender or exchange offer, merger, consolidation, re-capitalization or other business combination or transaction pursuant to which either (i) the holders of the outstanding voting power immediately prior to the transaction would hold less than 50% of the outstanding voting power outstanding immediately after the transaction or (ii)50% of the assets of the Company would be transferred to or controlled by a third party not affiliated with the Company, except in each case a merger effected exclusively for the purpose of changing the domicile of the Company, or (B) any action by the shareholders of the Company that results in the directors, who as of the date of Closing constitute the Company's Board of Directors (the "Incumbent Board"), ceasing to constitute at least a majority of the Company's Board of Directors; provided, however, that any individual becoming a director subsequent to the date of Closing whose nomination for election by the shareholders of the Company was approved by the vote of the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board.

Permitted Transaction. Notwithstanding the provisions of this Section 34, on and after the eleventh business day after the commencement of a proxy contest, tender offer or exchange offer which could result in a "Change of Control Transaction" (as defined below) for the outstanding Securities shares of capital stock of the Company or on or after the public announcement that the Company has entered into an agreement with a third party not affiliated with the Company that would result in a Change of Control Transaction, the Standstill Investor shall Amazxx.xxx xxxll be permitted to make a proposal to the Company's Board of Directors or shareholders or to tender or exchange any Securities shares of capital stock beneficially owned by it pursuant to such transaction. As used herein, "Change of Control Transaction" shall mean (Aa) any tender or exchange offer, merger, consolidation, re-capitalization recapitalization or other business combination or transaction pursuant to which either (i1) the holders of the outstanding voting power immediately prior to the transaction would hold less than 50% of the outstanding voting power outstanding immediately after the transaction or (ii)502) 50% of the assets of the Company would be transferred to or controlled by a third party not affiliated with the Company, except excluding in each case a merger effected exclusively for the purpose of changing the domicile of the Company, or (Bb) any action by the shareholders of the Company that results in the directors, who as of the date of Closing constitute the Company's Board of Directors (the "Incumbent Board"), ceasing to constitute at least a majority of the Company's Board of Directors; provided, however, however that any individual becoming a director subsequent to the date of Closing whose nomination for election by the shareholders of the Company was approved by the vote of the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board.