A Change of Control can occur in one of two situations:

(1) the acquisition of the startup by another entity by means of any transaction or series of related transactions, unless the startup’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity; or

(2) a sale of all or substantially all of the assets of the startup.

Typically, the sale of the startup’s securities for the purposes of raising additional funds does not constitute a “Change in Control.”

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