Common use of Payable Upon Change of Control Clause in Contracts

Payable Upon Change of Control. The Additional Merger Consideration shall become payable upon a Change of Control of SB Merger, but only if and to the extent that (a) the Change of Control occurs before March 31, 2004 and (b) payment of the Additional Merger Consideration would not have the effect of reducing the value of the consideration to be received by holders of SB Merger Series A Preferred Stock below any liquidation preference payment to which the holders would be entitled if the Change of Control were deemed to be a liquidation under the terms of the SB Merger Series A Preferred Stock, regardless of whether the Change of Control in fact constitutes a liquidation under such terms. A "Change of Control" of SB Merger means any (i) merger, consolidation or stock sale which results in the voting securities of SB Merger outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than a majority of the combined voting power of the voting securities of SB Merger or such surviving or acquiring entity outstanding immediately after such merger or consolidation; or (ii) sale of all or substantially all the assets of SB Merger to any person other than a wholly-owned subsidiary.

Payable Upon Change of Control. The Additional Merger Consideration shall become payable upon a Change of Control of SB Merger, but only if and to the extent that (a) the Change of Control occurs before March 31, 2004 and (b) payment of the Additional Merger Consideration would not have the effect of reducing the value of the consideration to be received by holders of SB Merger Series A Preferred Stock below any liquidation preference payment to which the holders would be entitled if the Change of Control were deemed to be a liquidation under the terms of the SB Merger Series A Preferred StockStock , regardless of whether the Change of Control in fact constitutes a liquidation under such terms. A "Change of Control" of SB Merger means any (i) merger, consolidation or stock sale which results in the voting securities of SB Merger outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than a majority of the combined voting power of the voting securities of SB Merger or such surviving or acquiring entity outstanding immediately after such merger or consolidation; or (ii) sale of all or substantially all the assets of SB Merger to any person other than a wholly-owned subsidiary.