Galaxy Nutritional Foods, Inc. (fka GXYF)

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B. "Change of Control" means a sale of such Party's business (whether by sale of a majority of its capital stock, all or substantially all of its assets, merger, or otherwise), excluding, for purposes hereof, the transactions contemplated by the Purchase Agreement.

3. The amounts of the Shortfall Payment and the Catch-up Payment shall each be reduced by *** if a Change of Control of either Party occurs prior to the date that any amount becomes due and payable pursuant to Section III.C(2).

WHat is the ***??