Common use of Significant Corporate Event Clause in Contracts

Significant Corporate Event. For purposes of this agreement, a "Significant Corporate Event" shall be deemed to have occurred upon the earlier of (i) the happening of any of the following events or (ii) the first public announcement of the anticipated happening of any of the following events: (a) Holdings ceases to own a majority of the outstanding Voting Shares of Pamida (unless such event results from the merger of Pamida into Holdings, with no change in the ownership of the Voting Shares of Holdings), (b) Pamida is merged or consolidated into a corporation other than Holdings, and at any time after such merger or consolidation becomes effective Holdings does not own a majority of the outstanding Voting Shares of the surviving or resulting corporation in such merger or consolidation, (c) Holdings is merged or consolidated into another corporation, and immediately after such merger or consolidation becomes effective the holders of a majority of the outstanding Voting Shares of Holdings immediately prior to the effectiveness of such merger or consolidation do not own a majority of the outstanding Voting Shares of the surviving or resulting corporation in such merger, (d) any person, entity, or group of persons within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (the "1934 Act") and the rules promulgated thereunder, other than 399 Venture Partners, Inc. or any of its affiliates (as defined in Rule 12b-2 under the 1934 Act), becomes the beneficial owner (within the meaning of Rule 13d-3 of the 0000 Xxx) of thirty percent (30%) or more of the outstanding Voting Shares of Holdings, or (e) the stockholders of Pamida vote (or act by written consent) to dissolve Pamida or to sell or otherwise dispose of all or substantially all of the property and assets of Pamida. For purposes of this Paragraph 17, "Voting Shares" of a corporation means the outstanding shares of capital stock of such corporation entitled to vote generally in the election of directors of such corporation.