Common use of Change of Control Bonus Clause in Contracts

Change of Control Bonus. In the event of a Change of Control of the Company during the term of the Agreement, or in the event a Change of Control is consummated with a ▇▇▇▇▇▇ Party following the termination of the Agreement, then within 30-days of the consummation of such Change of Control, the Company shall pay Consultant a lump sum equal to five percent (5%) of the gross proceeds to the Company resulting from the Change of Control (the "Change of Control Bonus"). Upon Consultant's election and in its sole discretion, and in lieu of the Change of Control Bonus, the Company shall issue to Consultant that number of shares of the Company's Common Stock equal to two and a half percent (2.5%) of the Company's fully diluted capitalization as measured on the date of termination of the Agreement. For purposes of this provision, "Change of Control" shall mean (A) a merger or consolidation of the Company with or into another entity after which the stockholders of the Company own less than a majority of the outstanding equity of the surviving entity (other than a merger effected solely to change the Company's domicile), (B) the sale by stockholders to a third party in a single transaction or series of related transactions of more than a majority of the outstanding voting stock of the Company, or (C) the sale of all or substantially all of the assets of the Company. A "▇▇▇▇▇▇ Party" shall mean any person or entity contacted on behalf of the Company by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ during the term of the Agreement, as evidenced by reciprocal written correspondence or email records. During the term of this Agreement, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall perform the Services and assume the title of Executive Chairman of the Board of Directors and Chief Executive Officer of the Company.