ELX » Topics » Change in Control

This excerpt taken from the ELX DEF 14A filed Oct 15, 2007.
“Change in Control” shall mean:

               (a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

               (b) The Incumbent Directors cease for any reason to constitute at least a majority of the Board;

               (c) The adoption of a plan relating to the liquidation or dissolution of the Company; or

               (d) Any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the

This excerpt taken from the ELX DEF 14A filed Oct 30, 2006.
Change in Control” shall be deemed to have occurred if:

               (a) any person, or any two or more persons acting as a group, and all affiliates of such person or persons, shall own beneficially one-third (1/3 ) or more of the common stock of the Company outstanding; or

               (b) if following:

          (i) a tender or exchange offer for voting securities of the Company (other than any such offer made by the Company), or

          (ii) a proxy contest for election of directors of the Company,

B-9


the persons who were directors of the Company immediately before the initiation of such event (or directors who were appointed by such directors) cease to constitute a majority of the Board of the Company upon the completion of such tender or exchange offer or proxy contest or within one year after such completion.

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