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b.

entities has the right to appoint a voting majority of the governing body. [FAS 164, paragraph A44, sequence 145.2.1] Both of the following factors, if the combined entity’s governing body is self-perpetuating: [FAS 164, paragraph A44, sequence 145.2.2]

1.

Whether one of the entities has the right to select a voting majority

c.

d.

e.

f.

of the initial governing body of the entity as part of the acquisition agreement [FAS 164, paragraph A44, sequence 145.2.3] Whether one of the entities has the ability to dominate the selection of a voting majority of the initial governing body of the entity through means other than negotiated selection rights, such as through disproportionate representation on the committee that selects nominees for that body. [FAS 164, paragraph A44, sequence 145.2.4] If the initial governing body of the combined entity is selected by the governing members of the combining entities, whether one entity’s members have the majority of the voting rights. [FAS 164, paragraph A44, sequence 145.3] Any other rights to appoint or designate members of the combined entity’s governing body either as of the acquisition date or in the near future (such as upon the expiration of the terms of some or all of the initial members). [FAS 164, paragraph A44, sequence 145.4] If positions on the combined entity’s governing body are designated positions, the effect of those designated positions on the ability of an entity to appoint a voting majority of the resulting entity’s governing body. [FAS 164, paragraph A44, sequence 145.5] The powers of any sponsoring entities or members of an NFP and the composition of those sponsors and members. If sponsors and corporate members have limited powers, the effect of those limited powers on the ability of one of the entities to control the combined entity. [FAS 164 2. ,

g.

paragraph A44, sequence 145.6] If the combined entity’s governing

body delegates

powers to

h.

committees, the nature of those delegated powers and the composition of the committees. [FAS 164, paragraph A44, sequence 145.7] The effect of voting requirements (such as supermajority voting requirements) on the ability of one entity to appoint or dominate the selection of a supermajority of the governing body of the combined entity. [FAS 164, paragraph A44, sequence 145.8]

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    > Intangible Assets That Are Identifiable

958-805-55-47 In addition to the examples of intangible assets provided in paragraphs 805-20-55-11 through 55-45, a donor list is an example of an identifiable asset.

958-805-55-48 A donor list is different from a customer list (see paragraph 805- 20-55-21), although a donor list consists of similar information about donors, such as their names and contact information. A donor list also may be in the form

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