A change in ownership of the Company, a change in effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as such terms are defined in Treasury Regulation §1.409A-3(i)(5)(v), (vi), and (vii), respectively; provided , however , that such a change in ownership of a substantial portion of the assets of the Company shall constitute a “Change In Control” only if all or substantially all of the Company’s assets change ownership in connection therewith.