Common use of Change in Control Transaction Clause in Contracts

Change in Control Transaction. Upon a contemplated transaction, occurring after the closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2007 among the Corporation and the other parties thereto, whereby the securities of the Corporation representing in excess of 50% of the voting power of the Corporation are acquired directly, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the “Change in Control Transaction”), the Committee may, but is not obligated to, provide for: (i) continuation or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.”

Change in Control Transaction. Upon (a) If the Board of Directors approves the initiation of a contemplated transactionsale process seeking a Change in Control Transaction or approves the entry by the Company into negotiations with a third party for a Change in Control Transaction (a “Sale Process”) and at such time the Purchaser beneficially owns a number of shares of Preferred Stock with an aggregate Liquidation Price equal to at least the Threshold Amount: (1) The Company shall (x) provide prompt notice (a “Sale Notice”) to the Purchaser of its intent to initiate such Sale Process and (y) within a reasonable period of time, occurring after designate a nationally recognized investment bank to act as financial advisor to manage the closing Sale Process; provided, that such investment bank shall be reasonably acceptable to the Purchaser; and provided, further that if the Purchaser does not object in writing to the designation of such investment bank within five (5) Business Days following delivery of written notice thereof, such investment bank shall be deemed acceptable to the Purchaser; (2) The Company shall provide to the Purchaser an opportunity to participate in the Sale Process as a prospective purchaser; (3) If, pursuant to the Sale Process, the Company receives a bona fide written offer from a prospective purchaser for a Change in Control Transaction in which the stockholders of the transaction contemplated by that certain Agreement Company and Plan all holders of Mergeroptions, dated as restricted stock units and other contingent equity in the Company would receive consideration in exchange therefor consisting at least 90% of March 7cash in immediately available funds (a “CIC Cash Proposal”) that, 2007 among the Corporation Board of Directors determines (after consultation with its outside legal counsel and its financial advisor), is reasonably likely to be consummated on the terms proposed, it shall (A) provide Purchaser with written notice thereof and the other parties theretoPurchaser will be entitled to engage (and if it so elects to engage, whereby the securities Company shall so engage with Purchaser in good faith) for a period not less than five Business Days in private discussions with, and make private proposals to, the Board of Directors with respect to a Change in Control Transaction in which the stockholders of the Corporation representing Company and all holders of options, restricted stock units and other contingent equity in excess of 50% the Company would receive all cash consideration therefor in an amount (including the cash consideration for the non-cash portion of the voting power consideration in the CIC Cash Proposal at the fair market value) no less than the CIC Cash Proposal and (B) in the event Purchaser agrees in writing to acquire the Company in a Change in Control Transaction in which the stockholders of the Corporation are acquired directlyCompany and all holders of options, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used restricted stock units and other contingent equity in Section 13(d) of the Exchange Act), other Company would receive all cash consideration therefor in an amount no less than the Sponsors or their Permitted Transferees (as those CIC Cash Proposal and otherwise on terms are defined no less favorable than the CIC Cash Proposal in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation aggregate (the “Matching Proposal”), then, subject to compliance by the Board of Directors with its fiduciary duties, the Company and the Purchaser shall use commercially reasonable efforts to consummate such Matching Proposal, subject to the Company’s right, in its sole discretion, to determine not to consummate any Change in Control Transaction”)Transaction at such time. (4) Notwithstanding anything in this Section 4.10 or this Agreement to the contrary, the Committee may, but is parties acknowledge and agree that this Section 4.10(a) does not obligated to, provide for: (i) continuation apply to any Tripadvisor Transaction or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceledExempt Transfer.”

Change in Control Transaction. Upon (a) In the event there occurs a contemplated transactionChange in Control Transaction, occurring after the Company will offer to purchase from each holder of the Series F Preferred Stock, in cash or in securities (including, without limitation, debt securities) received from the acquiring corporation, if any, or a combination thereof, at the closing of any such transaction, each share of Series F Preferred Stock held by such holder, for an amount equal to the transaction contemplated by that certain Agreement and Plan of MergerInvestment Value per share thereof, dated as of March 7the date of full payment therefor (the "CHANGE IN CONTROL REDEMPTION PRICE") by delivery of a notice of such offer (a "CHANGE IN CONTROL REDEMPTION NOTICE"), 2007 among and each holder of Series F Preferred Stock shall have the right (but not the obligation) to require the Corporation to purchase any or all of the Series F Preferred Stock held by such holder for the Change in Control Redemption Price. Each holder of Series F Preferred Stock shall also be permitted, until the fifteenth business day following delivery of the Change in Control Notice, to convert any or all of the shares of Series F Preferred Stock held by such holder pursuant to Section 7 below, and any shares of Common Stock issuable upon conversion of any Series F Preferred Stock converted pursuant to this sentence after a Change in Control Transaction has occurred shall be entitled to receive the same amount of cash, securities and other property in connection with such Change in Control Transaction as the Common Stock outstanding prior to the Change in Control Transaction. (b) Any securities or other property to be delivered to the holders of the Series F Preferred Stock or Junior Stock pursuant to Section 4(a) hereof shall be valued as follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability: (A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 10-day period ending three (3) days prior to the closing of any Change in Control Transaction; (B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 10-day period ending three (3) days prior to the closing of any Change in Control Transaction; and (C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the other parties thereto, whereby the securities holders of a Majority of the Series F Preferred Stock. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make appropriate discount from the market value determined as above in paragraph (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation representing in excess and the holders of 50% a Majority of the voting power Series F Preferred Stock. (iii) All other securities or other property shall be valued at the fair market value thereof, as mutually determined by the Corporation and the holders of a Majority of the Series F Preferred Stock. (iv) If the holders of a Majority of the Series F Preferred Stock and the Corporation are acquired directlyunable to reach agreement on any valuation matter, such valuation shall be submitted to and determined by a nationally recognized independent investment banking firm selected by the Board and the holders of a Majority of the Series F Preferred Stock (or, if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). (c) In the event the requirements of Section 4(a) hereof are not complied with, or indirectly through one provision has not been made therefor by the setting apart of cash and securities sufficient to permit the Corporation to comply with such requirements: (i) with respect to any Change in Control Transaction as to which the Corporation is a party, (A) the Corporation will cause the closing of such Change in Control Transaction to be postponed until such time as the requirements of this Section 4 have been complied with or more entitiesadequate provision therefor has been made; or (B) the Corporation will cancel such transaction, by any “person” or “group” in which event the rights, preferences and privileges of Persons (the holders of the Series F Preferred Stock shall revert to and be the same as such terms are used rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 13(d4(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or hereof; and (ii) with respect to any Change in Control Transaction as to which the Company is not a sale party, Dividends will be calculated at the Default Rate until such time as the requirements of all Section 4(a) are complied with or substantially all adequate provision therefor has been made. (d) The Corporation shall give each holder of the assets record of the Corporation (the “Series F Preferred Stock written notice of an impending Change in Control Transaction”), if known to the Committee mayCorporation, but is not obligated to, provide for: later than the earlier of (i) continuation or assumption of thirty (30) days prior to the stockholders' meeting called to approve such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; transaction, and (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; thirty (iii30) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation closing of such transaction. Such notice shall describe the material terms and conditions of the eventimpending transaction and the provisions of this Section 4. No later than five business days following the occurrence of a Change in Control Transaction, or such other period as determined by the Committee Corporation shall deliver a Change in Control Redemption Notice to each holder of Series F Preferred Stock, which notice shall set forth (in either case contingent upon A) each holder's right to require the consummation of the event), and at the end of such period, such Options shall terminate Corporation to the extent not so exercised within the relevant period; or (iv) cancellation of redeem all or any portion of outstanding Options for fair value the shares of Series F Preferred Stock held by it at the Change in Control Redemption Price, (B) a date upon which such redemption is offered to take place (which date shall equal be no more than 30 business days following the excessdate of such Change in Control Redemption Notice), if anyand (C) the procedures to be followed by such holder in exercising its right to cause such redemption. In the event a holder of shares of Series F Preferred Stock shall elect to require the Corporation to redeem any or all such shares of Series F Preferred Stock pursuant to Section 4(a), such holder shall deliver within 15 business days of delivery of the value Corporation's Change in Control Notice, a written notice to the Corporation so stating, specifying the number of shares to be redeemed pursuant to Section 4(a). The Corporation shall, in accordance with the terms hereof, redeem the number of shares so specified on the date fixed for redemption. Failure of the consideration Corporation to be paid in give any notice shall not prejudice the Change rights of Control Transaction to any holders of such of Series F Preferred Stock to cause the same number Corporation to redeem all such shares held by them. (e) The provisions of Shares subject this Section 4 are in addition to such Options (or, if no such consideration is paid, Fair Market Value the protective provisions of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceledSection 8 hereof.”

Change in Control Transaction. Upon a contemplated transaction(a) Without prejudice to the provisions of Clause 5.10 but notwithstanding anything contained in Clause 5.5, occurring after the closing Parties agree that, in the event, by the IPO Due Date the Equity Shares of the transaction contemplated by that certain Agreement and Plan Company are not listed in accordance with Clause 6.1 and, at any time prior to the expiry of Merger72 (seventy two) months from the Closing Date, dated as of March 7, 2007 among the Corporation and the other parties thereto, whereby the securities one or more of the Corporation representing Shareholders of the Company (“CoC Sellers”) intend to Transfer their Shares to any Person (including any Person acting in excess concert with such Person) (“CoC Acquirer”) such that, pursuant to such Transfer, (i) QMT ceases to have the sole right to nominate a majority of the Directors on the Board; or (ii) the CoC Acquirer acquires more than 50% of the voting power Share Capital of the Corporation are acquired directlyCompany (each, or indirectly through one or more entitiesa "CoC Transaction”): (i) Post such CoC Transaction, QMT and SFL shall continue to hold Retained Shares. QMT and SFL shall be entitled to Transfer only such number of Shares as part of the CoC Transaction such that they continue to hold the Retained Shares. Any Transfer of the Retained Shares post the CoC Transaction but prior to the expiry of the Non-IPO QM Lock-in Period, shall require the prior consent of Creador. It is clarified that such prior consent of Creador for Transfer of the Retained Shares shall not be required after the earlier of (a) expiry of the Non-IPO QM Lock-in Period; and (b) the Company undertaking a Post CoC IPO. It is further clarified that the obligation to continue to hold the Retained Shares shall not affect the ability of the CoC Sellers to undertake the CoC Transaction. (ii) The consummation of any such CoC Transaction shall be subject to the CoC Sellers ensuring the following: (A) The CoC Acquirer shall execute necessary documents so as to be bound by any “person” or “group” of Persons (the requirement under the Yum Documents, as applicable, on such terms are used and conditions as may be agreeable between the CoC Acquirer and Yum. It is agreed that the rights of an Other Shareholder under paragraph 22 of Schedule 1 (Reserve Matter Rights) shall not be applicable for changes to the Yum Documents under this sub-clause (A), provided that, if any such change has a direct or indirect negative prejudicial impact on an Other Shareholder’s investment in Section 13(dthe Company, the written approval of such Other Shareholder shall be required prior to such changes being effected. (B) On completion of the CoC Transaction, Creador’s and SFL’s rights under Clause 3 shall fall away, however, each of Creador and SFL (in relation to SFL New Investor Shares) shall continue to have an affirmative voting right on the Post CoC Reserved Matters so long as it holds 7.5% (seven point five percent) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale Share Capital. Creador agrees that where approval of all or substantially all Creador is sought for any of the assets of the Corporation Post CoC Reserved Matters set out below (the “Change in Control TransactionPost CoC QMT Reserved Matter”), Creador shall issue a notice to QMT first seeking QMT’s consent before approving or rejecting such Post CoC QMT Reserved Matter. If QMT vetoes the Committee mayPost CoC QMT Reserved Matter, but then Creador shall vote to reject such Post CoC QMT Reserved Matter. If within 5 (five) Business Days from the date of receipt of the notice, QMT does not respond to the notice, such matter shall be deemed to have been vetoed by QMT and Creador shall, consequently, reject such Post CoC QMT Reserved Matter: (I) Any change in the issued, subscribed or paid up equity or preference share capital of the Company pursuant to a new issuance of shares or other securities of the Company, where such new issuance is not obligated tobelow the fair market value of the Company, provide for: as determined by a Big 4 Firm; (iII) continuation Any changes in class rights for shares (directly or assumption of such outstanding Option under indirectly); and/or (III) Affiliated or related party transactions, agreements or arrangements between the Plan by Company and the Corporation (if Shareholders or their Affiliates other than in Ordinary Course Notwithstanding the above, it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent clarified that, provisions of awards with substantially the same terms Clause 3.3 to Clause 3.6, shall become applicable to QMT with respect to Option Pricethe above veto right of QMT post the CoC Transaction. (C) Except for the rights under Clause 5.10, TermClause 2.4(c), Clause 2.6(c), Clause 3.1 Clause 5.5, Clause 5.6(a), Clause 6, Clause 9 (other than Clause 9.3, which shall continue to be available on completion of the Post CoC IPO), and Clause 17.16, Creador and SFL (in relation to SFL New Investor Shares)) shall have the right to continue to exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must all rights which it may be exercised, entitled to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event)CoC Transaction, and at so long as it continues to meet the end of shareholding threshold requirements which may be applicable to such period, such Options rights (D) The CoC Sellers shall terminate ensure that the terms agreed with the CoC Acquirer in relation to the extent not so exercised within CoC Transaction include a pro-rata tag along right available to Creador and SFL (in relation to the relevant period; or (ivSFL New Investor Shares) cancellation on any Transfer of all or any portion of outstanding Options for fair value which shall equal Shares by the excess, if any, CoC Acquirer post completion of the value CoC Transaction. The provisions of Clause 5.5 of this Agreement relating to the consideration tag procedure shall mutatis mutandis apply to such tag along right, except that reference to the “Remaining Shareholders” shall be deemed to be paid a reference to Creador and SFL (in relation to the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.”SFL New Investor Shares)