Common use of Acceleration of Vesting Upon Change of Control Clause in Contracts

Acceleration of Vesting Upon Change of Control. Notwithstanding the provisions of Sections 3(a) and 3(b) above, in the event the Company undergoes a "change of control" as defined below, and provided that Optionee is employed by the Company on such date, then all non-vested Optioned Shares shall immediately vest and Optionee shall have the right to exercise this Option for the full amount of Optioned Shares, less any previously exercised shares. For purposes of this Option, a change of control shall mean any of the following events: (i) a merger of consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation; (ii) the acquisition or holding of direct or indirect beneficial ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of the Company representing in the aggregate 30% or more of the total combined voting power of the Company's then issued and outstanding voting securities by any person, entity or group of associated persons or entities acting in concert, other than any employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding such securities for or pursuant to the terms of any such plan; (iii) the sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly-owned subsidiary of the Company; or (iv) the approval by the stockholders of the Company of any plan or proposal for the liquidation of the Company or its material subsidiaries, other than into the Company. Notwithstanding the foregoing, no "change of control" shall be deemed to occur in connection with the Company's acquisition of Voyager Gas Corporation.

Acceleration of Vesting Upon Change of Control. Notwithstanding the provisions of Sections 3(a) and 3(b) above, in the event the Company undergoes a "change of control" as defined below, and provided that Optionee is employed by the Company on such date, then all non-vested Optioned Shares shall immediately vest and Optionee shall have the right to exercise this Option for the full amount of Optioned Shares, less any previously exercised shares. For purposes of this Option, a change of control shall mean any of the following events: (i) a merger of or consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation; (ii) the acquisition or holding of direct or indirect beneficial ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of the Company representing in the aggregate 30% or more of the total combined voting power of the Company's then issued and outstanding voting securities by any person, entity or group of associated persons or entities acting in concert, other than any employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding such securities for or pursuant to the terms of any such plan; (iii) the sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly-owned subsidiary of the Company; or (iv) the approval by the stockholders of the Company of any plan or proposal for the liquidation of the Company or its material subsidiaries, other than into the Company. Notwithstanding the foregoing, no "change of control" shall be deemed to occur in connection with the Company's acquisition of Voyager Gas Corporation.

Acceleration of Vesting Upon Change of Control. Notwithstanding the provisions of Sections 3(a) and 3(b) above, in the event the Company undergoes a "change of control" as defined below, and provided that Optionee is employed by the Company on such date, then all non-vested Optioned Shares shall immediately vest and Optionee shall have the right to exercise this Option for the full amount of Optioned Shares, less any previously exercised shares. For purposes of this Option, a change of control shall mean any of the following events: (i) a merger of consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation; (ii) the acquisition or holding of direct or indirect beneficial ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of the Company representing in the aggregate 30% or more of the total combined voting power of the Company's then issued and outstanding voting securities by any person, entity or group of associated persons or entities acting in concert, other than any employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding such securities for or pursuant to the terms of any such plan; (iii) the sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly-owned subsidiary of the Company; or (iv) the approval by the stockholders of the Company of any plan or proposal for the liquidation of the Company or its material subsidiaries, other than into the Company. Notwithstanding the foregoing, no "change of control" shall be deemed to occur in connection with the Company's acquisition of Voyager Gas Corporation.