English to Russian Bus/Financial Law (general) Wyoming LLC Operating Agreement

"Terminating Capital Transaction" means:

(a) the dissolution, liquidation or winding-up, whether voluntary or involuntary, of the Company;
any merger, consolidation or conversion into or with any other Person or Persons, or entity or entities, other than a merger, consolidation or conversion of the Company in connection with which the Units outstanding immediately prior to the closing of such merger, consolidation or conversion:
(i) represent or are converted into shares of the surviving or resulting entity that represent more than 50% of the total number of shares of the surviving or resulting entity that are outstanding or are reserved for issuance immediately after the closing of the merger, consolidation or conversion; and

(ii) have the power to elect more than 50% of the surviving or resulting entity's directors;
(c) the acquisition from the Company and/or from the Members of the Company in a single transaction or series of related transactions by any Person or group of more than 50% of the Company's outstanding Units; or