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, recapitalization 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)