Common use of Change of Control Transaction Clause in Contracts

Change of Control Transaction. In the event that Caneum or Continuum is subject to a Change of Control, as defined below, after the date of this Agreement and prior to the date of the First or Second Contingent Incentive Payment, and the surviving entity does not assume this Agreements, then, subject to any adjustments made pursuant to this §8.3, any unpaid Incentive Payment shall be paid to the Consultant three days prior to the applicable Change of Control. For purposes of this provision, “Change of Control” shall mean: (a) a sale or other disposition of all or any significant portion of the assets of Caneum or Continuum (other than any such sale or other disposition to Caneum or an Affiliate of Caneum); (b) a merger or consolidation in which Caneum is not the surviving entity and in which the shareholders of Caneum immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction; (c) a reverse merger in which Caneum is the surviving entity but the shares of Caneum’s capital stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of Caneum immediately prior to such reverse merger own less than fifty percent (50%) of Caneum’s voting power immediately after the transaction; (d) an acquisition by any person, entity or group (excluding any entity controlled by Caneum) of securities of Caneum representing at least fifty percent (50%) of the voting power entitled to vote in the election of directors of Caneum; (e) any transaction pursuant to which Continuum’s capital stock ceases to be majority owned, directly or indirectly, by Caneum (other than any such transaction in which Continuum is merged with and into Caneum or an Affiliate of Caneum); and (f) any liquidation, dissolution or winding up of Caneum or Continuum (other than any such liquidation, dissolution or winding up of Continuum in connection with Continuum’s merger with and into Caneum or an Affiliate of Caneum).

Change of Control Transaction. In the event that Caneum or Continuum is subject to a Change of Control, as defined below, after the date of this Agreement and prior to the date of the First or Second Contingent Incentive Payment, and the surviving entity does not assume this Agreements, then, subject to any adjustments made pursuant to this §8.3, any unpaid Incentive Payment shall be paid to the Consultant three At least 20 calendar days prior to the applicable consummation of a Change of Control. For purposes Control Transaction, the Company agrees to give Holder written notice of this provision, “such Change of Control” Control Transaction. As used herein, the term "Change of Control Transaction" shall mean: mean (ai) a sale the purchase or other disposition of all or any significant portion of the assets of Caneum or Continuum acquisition (other than any such sale or other disposition to Caneum or an Affiliate of Caneum); (bfrom the Company) a merger or consolidation in which Caneum is not the surviving entity and in which the shareholders of Caneum immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction; (c) a reverse merger in which Caneum is the surviving entity but the shares of Caneum’s capital stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of Caneum immediately prior to such reverse merger own less than fifty percent (50%) of Caneum’s voting power immediately after the transaction; (d) an acquisition by any person, entity or group (excluding any entity controlled by Caneumof persons, within the meaning of Section 13(d) of securities of Caneum representing at least fifty percent (50%or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Company or any of its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority of either the then-outstanding shares of Common Stock or the combined voting power of the Company's then-outstanding voting securities entitled to vote generally in the election of directors; (ii) any merger, reorganization or other consolidation, in each case with respect to which persons or entities who were shareholders of the Company immediately prior to the consummation do not, immediately thereafter, own more than a majority of, respectively, the Common Stock and the combined voting power entitled to vote generally in the election of directors of Caneumthe merged, reorganized or consolidated entity's then-outstanding voting securities; (eiii) the sale of all or substantially all of the assets of the Company to a person or entity that was not an "affiliate" (as defined in this Section 3(d)) of the Company immediately prior to such sale, (iv) a liquidation or dissolution of the Company, or (v) the date upon which individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Board" and, as of the date hereof, the "Incumbent Board") cease for any transaction pursuant reason to which Continuum’s capital stock ceases constitute at least a majority of the Board, provided that any person who becomes a director subsequent to be the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority owned, directly of the directors then comprising the Incumbent Board or indirectly, by Caneum persons whom they have approved for election by the Incumbent Board or by persons they have so approved (other than any such transaction in which Continuum an individual whose initial assumption of office is merged with and into Caneum or an Affiliate of Caneum); and (f) any liquidation, dissolution or winding up of Caneum or Continuum (other than any such liquidation, dissolution or winding up of Continuum in connection with Continuum’s merger an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Section 3(d)(v), considered as though such person was a member of the Incumbent Board. For purposes of this Warrant, an "affiliate" of a corporation means any nonhuman entity directly or indirectly owned and controlled by such corporation or under common control with and into Caneum or an Affiliate of Caneum)such corporation.

Change of Control Transaction. In the event that Caneum or Continuum is subject to a Change of Control, as defined below, after the date of this Agreement and prior to the date of the First or Second Contingent Incentive Payment, and the surviving entity does not assume this Agreements, then, subject to any adjustments made pursuant to this §8.35(b), any all unpaid Incentive Payment shall be paid to the Consultant Contractor three days prior to the applicable Change of Control. For purposes of this provision, “Change of Control” shall mean: (a) a sale or other disposition of all or any significant portion of the assets of Caneum or Continuum (other than any such sale or other disposition to Caneum or an Affiliate of Caneum); (b) a merger or consolidation in which Caneum is not the surviving entity and in which the shareholders of Caneum immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction; (c) a reverse merger in which Caneum is the surviving entity but the shares of Caneum’s capital stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of Caneum immediately prior to such reverse merger own less than fifty percent (50%) of Caneum’s voting power immediately after the transaction; (d) an acquisition by any person, entity or group (excluding any entity controlled by Caneum) of securities of Caneum representing at least fifty percent (50%) of the voting power entitled to vote in the election of directors of Caneum; (e) any transaction pursuant to which Continuum’s capital stock ceases to be majority owned, directly or indirectly, by Caneum (other than any such transaction in which Continuum is merged with and into Caneum or an Affiliate of Caneum); and (f) any liquidation, dissolution or winding up of Continuum or Caneum or Continuum (other than any such liquidation, dissolution or winding up of Continuum in connection with Continuum’s merger with and into Caneum or an Affiliate of Caneum).

Change of Control Transaction. In the event that Caneum or Continuum is subject to a Change of Control, as defined below, after the date of this Agreement and prior to the date of the First or Second Contingent Incentive Payment, and the surviving entity does not assume this Agreements, then, subject to any adjustments made pursuant to this §8.35(c), any unpaid Incentive Payment shall be paid to the Consultant Employee three days prior to the applicable Change of Control. For purposes of this provision, “Change of Control” shall mean: (a) a sale or other disposition of all or any significant portion of the assets of Caneum or Continuum (other than any such sale or other disposition to Caneum or an Affiliate of Caneum); (b) a merger or consolidation in which Caneum is not the surviving entity and in which the shareholders of Caneum immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction; (c) a reverse merger in which Caneum is the surviving entity but the shares of Caneum’s capital stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of Caneum immediately prior to such reverse merger own less than fifty percent (50%) of Caneum’s voting power immediately after the transaction; (d) an acquisition by any person, entity or group (excluding any entity controlled by Caneum) of securities of Caneum representing at least fifty percent (50%) of the voting power entitled to vote in the election of directors of Caneum; (e) any transaction pursuant to which Continuum’s capital stock ceases to be majority owned, directly or indirectly, by Caneum (other than any such transaction in which Continuum is merged with and into Caneum or an Affiliate of Caneum); and (f) any liquidation, dissolution or winding up of Caneum or Continuum (other than any such liquidation, dissolution or winding up of Continuum in connection with Continuum’s merger with and into Caneum or an Affiliate of Caneum).