Common use of A Change of Control of the Company Clause in Contracts

A Change of Control of the Company. For purposes of this Agreement, a “Change of Control,” shall mean the earliest of approval by the Board, the establishment of a record date for purposes of determining the stockholders entitled to vote upon a proposal relating to, or the consummation of: (i) the sale of all or substantially all the assets of the Company; (ii) an acquisition of the Company by one or more persons or entities by means of any transaction or series of related transactions (including any reorganization, merger or consolidation) where the voting securities of the Company outstanding immediately preceding such transaction or the voting securities into or for which such outstanding voting securities are, or are proposed to be, converted or exchanged represent, or are proposed to represent, less than 50% of the voting securities of the corporation or surviving entity, as the case may be, following such transaction; (iii) a transaction or series of related transactions resulting in, or that are proposed to result in, the issuance or transfer of shares of capital stock of the Company representing more than 50% of the voting securities of the Company; or (iv) a transaction or series of related transactions whereby the Company issues common stock or shares to the public. In order for the Executive to terminate his employment for Good Reason pursuant to this Agreement, the Executive must give the Company written notice of the existence of any condition set forth above and his intent to resign for Good Reason within ninety (90) days of such initial existence and the Company shall have thirty (30) days from the date of such notice in which to cure such condition, if curable (except as expressly provided above)(the “Cure Period”). If, during the Cure Period, the Company cures the condition giving rise to grounds for Resignation for Good Reason, no benefits shall be due under Section 5(d)of this Agreement with respect to such occurrence. If, during the Cure Period, the Company fails or refuses to cure the condition giving rise to such grounds for Resignation for Good Reason, the Executive’s Resignation for Good Reason shall become effective on the last day of the Cure Period and the Executive’s employment shall terminate at that time.

A Change of Control of the Company. For purposes of this Agreement, a “Change of Control,” shall mean the earliest of approval by the Board, the establishment of a record date for purposes of determining the stockholders entitled to vote upon a proposal relating to, or the consummation of: (i) the sale of all or substantially all the assets of the Company; (ii) an acquisition of the Company by one or more persons or entities by means of any transaction or series of related transactions (including any reorganization, merger or consolidation) where the voting securities of the Company outstanding immediately preceding such transaction or the voting securities into or for which such outstanding voting securities are, or are proposed to be, converted or exchanged represent, or are proposed to represent, less than 50% of the voting securities of the corporation or surviving entity, as the case may be, following such transaction; (iii) a transaction or series of related transactions resulting in, or that are proposed to result in, the issuance or transfer of shares of capital stock of the Company representing more than 50% of the voting securities of the Company; or (iv) a transaction or series of related transactions whereby the Company issues common stock or shares to the public. Notwithstanding the foregoing, an initial underwritten public offering of the Company’s securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (an “IPO”), or any transactions or events constituting part of an IPO shall not be deemed to constitute or in any way effect a Change of Control. In order for the Executive to terminate his employment for Good Reason pursuant to this Agreement, the Executive must give the Company written notice of the existence of any condition set forth above and his intent to resign for Good Reason within ninety (90) days of such initial existence and the Company shall have thirty (30) days from the date of such notice in which to cure such condition, if curable (except as expressly provided above)(the “Cure Period”). If, during the Cure Period, the Company cures the condition giving rise to grounds for Resignation for Good Reason, no benefits shall be due under Section 5(d)of 5(d) of this Agreement with respect to such occurrence. If, during the Cure Period, the Company fails or refuses to cure the condition giving rise to such grounds for Resignation for Good Reason, the Executive’s Resignation for Good Reason shall become effective on the last day of the Cure Period and the Executive’s employment shall terminate at that time.