Common use of Change in Ownership of a Substantial Portion of Assets Clause in Contracts

Change in Ownership of a Substantial Portion of Assets. Any one person, or more than one person acting as a group (pursuant to Reg. §1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed, determined without regard to any liabilities associated with such assets. This subsection shall not apply to the extent that there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer, as provided in Reg. §409A-3(i)(5)(vii)(B).