NeoMedia Technologies, Inc (NEOM)

[krays]

All I can say is that "A man doesn't know what he knows until he knows what he doesn't know"

"Change in Control" of the Company has occurred when: (i) any person (defined
herein to mean any person within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act")), other than the Company, or an
employee benefit plan established by the Board of Directors of the Company,
acquires, directly or indirectly, the beneficial ownership (determined under
Rule 13d-3 of the regulations promulgated by the Securities and Exchange
Commission under Section 13(d) of the Exchange Act) of securities issued by the
Company having forty percent (40%) or more of the voting power of all of the
voting securities issued by the Company in the election of directors at the
meeting of the holders of voting securities to be held for such purpose; or (ii)
a majority of the directors elected at any meeting of the holders of voting
securities of the Company are persons who were not nominated for such election
by the Board of Directors of the Company or a duly constituted committee of the
Board of Directors of the Company having authority in such matters; or (iii) the
Company merges or consolidates with or transfers substantially all of its assets
to another person; (iv) a change in the Chief Executive Officer of the Company
from that person that serves in such position on the date hereof.

http://www.sec.gov/Archives/edgar/data/1022701/000114420406007024/0001144204-06-007024.txt

http://www.law.uc.edu/CCL/34Act/sec13.html