Common use of Changes in Control Clause in Contracts

Changes in Control. (a) In the event a Member experiences a Change in Control (an “Affected Member”), each of the other Members (each a “Non-Affected Member”) shall have the following options: (1) if the Affected Member is GNGC, Piedmont shall have the option to (A) acknowledge the Change in Control and remain a Member or (B) cause GNGC to purchase Piedmont’s entire Company Interest, each in accordance with the procedure provided in this Section 12.5; or (2) if the Affected Member is Piedmont, GNGC shall have the option to either: (A) acknowledge the Change in Control and remain a Member or (B) purchase Piedmont’s entire Company Interest; provided that (C) Piedmont shall also have the right to cause GNGC to purchase Piedmont’s entire Company Interest, all in accordance with the procedure provided in this Section 12.5. (b) Each Non-Affected Member may exercise its options independently of the other Non-Affected Members, if any. The Affected Member shall give signed written notice of the proposed Change of Control transaction to the Non-Affected Members no later than contemporaneously with public announcement of the Change in Control, and in no event less than thirty (30) days prior to consummation of such Change in Control. The Non-Affected Member (or the Affected Member in the event of Piedmont’s option pursuant to paragraph 2(C) above) shall give the other Members (or the acquirer of the Affected Member, as applicable) signed written notice (the “Option Notice”) of the option it has chosen pursuant to Section 12.5(a) within forty-five (45) days of the date of notice of the Change of Control. If the Non-Affected Members (or the Affected Member in the event of Piedmont’s option pursuant to paragraph 2(C) above) have chosen option (B) in paragraph (1) above, or options (B) or (C) in paragraph (2) above, each as applicable, the Option Notice must contain the sale/purchase price for the Member’s entire Company Interest, which purchase price shall be equal to the Market Value of such Company Interest determined as of the date of the announcement of any such Change in Control. If there is a disagreement regarding the Market Value proposed as the purchase/sale price for the respective Company Interest, any Member, within twenty (20) days from its receipt of the Option Notice, may initiate the Dispute Resolution Procedures provided in Article XVI hereof to determine the appropriate Market Value for the respective Company Interest. Any sale of the Member’s Company Interest shall be made pursuant to a Conveyance and Assignment Agreement substantially in the form of Exhibit H hereto. Any election by a Non-Affected Member made pursuant to this Section 12.5 (signed and written as specified above) is irrevocable. (c) The consummation of any agreement or exercise of right to sell or purchase a Member’s Company Interest shall be subject to the consummation of the Change in Control. In the event that a disposition pursuant to this Section 12.5 is terminated because the Change in Control was not consummated, the Affected Member shall bear (and refund and reimburse the Company and the other Members as appropriate) one hundred percent (100%) of all third party costs (including fees for consultants, accountants, attorneys and other experts) incurred by Company and the Members in connection with the terminated disposition. (d) In the event the Non-Affected Member elects to consent to the Change in Control, the Affected Member, or any successor Person created as a result of the Change in Control, shall retain its Company Interest.

Changes in Control. (a) In Any Change in Control of a Development Party shall be subject to the event a Member experiences terms and conditions of this Section 8.2. For purposes of this Section 8.2, the term “Acquired Development Party” shall refer to the Development Party that is subject to a Change in Control (an Control, “Affected Member”), each of the Other Development Parties” shall refer to all other Members (each a “Non-Affected Member”) shall have the following options: (1) if the Affected Member is GNGC, Piedmont shall have the option Development Parties not subject to (A) acknowledge the Change in Control and remain a Member or (B) cause GNGC to purchase Piedmont’s entire Company Interest, each in accordance with the procedure provided in this Section 12.5; or (2) if the Affected Member is Piedmont, GNGC shall have the option to either: (A) acknowledge the Change in Control and remain a Member or (B) purchase Piedmont’s entire Company Interest; provided that (C) Piedmont shall also have the right to cause GNGC to purchase Piedmont’s entire Company Interest, all in accordance with the procedure provided in this Section 12.5. (b) Each Non-Affected Member may exercise its options independently of the other Non-Affected Members, if any. The Affected Member shall give signed written notice of the proposed Change of Control transaction to the Non-Affected Members no later than contemporaneously with public announcement of the Change in Control, and “Acquiror” shall refer to the third party proposing to acquire Control of the Acquired Development Party in no event less than thirty (30) days prior to consummation of such the Change in Control. The Non-Affected Member . (or b) Once the Affected Member final terms and conditions of a Change in Control have been fully negotiated and are binding upon the parties thereto, the Acquired Development Party shall disclose all such final terms and conditions as are relevant to the acquisition of such Acquired Development Party’s Joint Development Interest and other interests in the event of Piedmont’s option pursuant to paragraph 2(C) above) shall give Subject Oil and Gas Assets and the other Members (or the acquirer determination of the Affected MemberCash Value of that Joint Development Interest and other interests in a notice to the Other Development Parties, as applicablewhich notice shall be accompanied by a copy of all instruments or relevant portions of instruments establishing such terms and conditions. Each Other Development Party shall have the right to acquire the Acquired Development Party’s Joint Development Interest and other interests in the Subject Oil and Gas Assets on the terms and conditions described in Section 8.2(d) signed written notice if, within sixty (the “Option Notice”) of the option it has chosen pursuant to Section 12.5(a) within forty-five (4560) days of the date Acquired Development Party’s notice, the Other Development Party delivers to the Acquired Development Party a counter-notification that it accepts such terms and conditions without reservations or conditions (subject to the other provisions of notice of this Section 8.2, where applicable). If no Other Development Party delivers such counter-notification, the Change in Control may proceed without further notice, subject to the other provisions of Control. If this Article 8, under terms and conditions no more favorable to the Non-Affected Members (or the Affected Member Acquiror than those set forth in the event of Piedmont’s option pursuant notice to paragraph 2(C) above) have chosen option (B) the Other Development Parties, provided that the Change in paragraph (1) above, or options (B) or (C) in paragraph (2) above, each as applicable, the Option Notice must contain the sale/purchase price for the Member’s entire Company Interest, which purchase price Control shall be equal to the Market Value of such Company Interest determined as of concluded within one hundred twenty (120) days from the date of the announcement of any such Change in Controlnotice. If there is a disagreement regarding the Market Value proposed as the purchase/sale price for the respective Company Interest, any Member, within twenty (20) days from its receipt of the Option Notice, may initiate the Dispute Resolution Procedures provided in Article XVI hereof to determine the appropriate Market Value for the respective Company Interest. Any sale of the Member’s Company Interest shall be made pursuant to a Conveyance and Assignment Agreement substantially in the form of Exhibit H hereto. Any election by a Non-Affected Member made pursuant to this Section 12.5 (signed and written as specified above) is irrevocable. (c) The consummation of any agreement or exercise of right to sell or purchase a Member’s Company Interest shall be subject to the consummation of the Change in Control. In the event that a disposition pursuant to this Section 12.5 is terminated because the Change in Control was not consummatedfails to be concluded within such period and the direct or indirect owners, as the case may be, of the Acquired Development Party desire thereafter to proceed with such proposed Change in Control, the Affected Member Acquired Development Party shall bear (and refund and reimburse be required to re-offer the Company and the other Members as appropriate) one hundred percent (100%) of all third party costs (including fees for consultants, accountants, attorneys Joint Development Interest and other experts) incurred by Company interests in the Subject Oil and Gas Assets subject to the Members Change in connection Control to the Other Development Parties in accordance with the terminated disposition. (d) In terms and conditions of this Section 8.2. No Other Development Party shall have a right under this Section 8.2 to acquire any asset other than a Joint Development Interest, nor shall any Other Development Party be required to acquire any asset other than a Joint Development Interest and other interests in the event the Non-Affected Member elects to consent Subject Oil and Gas Assets, regardless of whether other properties are subject to the Change in Control, the Affected Member, or any successor Person created as a result of the Change in Control, shall retain its Company Interest.

Changes in Control. (a) In the event a Member experiences a Change in Control (an “Affected affected Member”), each of the other Members (each a “Nonnon-Affected affected Member”) shall have the following options: (1) if the Affected affected Member is GNGC, Piedmont shall have the option to (A) acknowledge the Change in Control and remain a Member or (B) cause GNGC to purchase Piedmont’s its entire Company Interest, each in accordance with the procedure provided in this Section 12.5; or. (2) if the Affected affected Member is Piedmont, GNGC shall have the option to either: (A) acknowledge the Change in Control and remain a Member or (BMember,(B) purchase Piedmont’s entire Company Interest; provided that Interest or (C) Piedmont shall also have the right to cause GNGC to purchase Piedmont’s its entire Company Interest, all each in accordance with the procedure provided in this Section 12.5. (b) Each Nonnon-Affected affected Member may exercise its options independently of the other Nonnon-Affected Membersaffected Member, if any. The Affected affected Member shall give signed written notice of the proposed Change of Control transaction to the Nonnon-Affected Members affected Member(s) no later than contemporaneously with public announcement of the Change in Control, and in no event less than thirty (30) 30 days prior to consummation of such Change in Control. The Nonnon-Affected Member affected Member(s) (or the Affected affected Member in the event of Piedmont’s option pursuant to paragraph 2(C) above) shall give the other Members Member (or the acquirer of the Affected affected Member, as applicable) signed written notice (the “Option Notice”) of the option it has chosen pursuant to Section 12.5(a) within forty-five (45) 45 days of the date of notice of the Change of Control. If the Nonnon-Affected Members affected Member(s) (or the Affected affected Member in the event of Piedmont’s option pursuant to paragraph 2(C) above) have has chosen option (B) in paragraph (1) above, or options (B) or (C) in paragraph (2) above, each as applicable, the Option Notice must contain the sale/purchase price for the Member’s entire Company Interest, which purchase price shall be equal to the Market Value of such Company Interest determined as of the date of the announcement of any such Change in Control. If there is a disagreement regarding the Market Value proposed as the purchase/sale price for the respective Company Interest, any either Member, within twenty (20) days from its receipt of the Option Notice, may initiate the Dispute Resolution Procedures provided in Article XVI 16 hereof to determine the appropriate Market Value for the respective Company Interest. Any sale of the Member’s Company Interest shall be made pursuant to a Conveyance and Assignment Agreement substantially in the form of Exhibit H I hereto. Any election by a Nonnon-Affected affected Member made pursuant to this Section 12.5 (signed and written as specified above) is irrevocable. (c) The consummation of any agreement or exercise of right to sell or purchase a Member’s Company Interest shall be subject to the consummation of the Change in Control. In the event that a disposition pursuant to this Section 12.5 is terminated because the Change in Control was not consummated, the Affected affected Member shall bear (and refund and reimburse the Company and the other Members as appropriate) one hundred percent (100%) of all third party costs (including fees for consultants, accountants, attorneys and other experts) incurred by Company and the Members in connection with the terminated disposition. (d) In the event the Nonnon-Affected affected Member elects to consent to the Change in Control, the Affected affected Member, or any successor Person created as a result of the Change in Control, shall retain its Company Interest.

Changes in Control. (a) In the event a Member experiences a Change in Control (an “Affected "affected Member”"), each of the other Members (each a “Non"non-Affected affected Member”") shall have the following options: (1) if the Affected affected Member is GNGC, Piedmont shall have the option to (A) acknowledge the Change in Control and remain a Member or (B) cause GNGC to purchase Piedmont’s its entire Company Interest, each in accordance with the procedure provided in this Section 12.5; or. (2) if the Affected affected Member is Piedmont, GNGC shall have the option to either: (A) acknowledge the Change in Control and remain a Member or (BMember,(B) purchase Piedmont’s 's entire Company Interest; provided that Interest or (C) Piedmont shall also have the right to cause GNGC to purchase Piedmont’s its entire Company Interest, all each in accordance with the procedure provided in this Section 12.5. (b) Each Nonnon-Affected affected Member may exercise its options independently of the other Nonnon-Affected Membersaffected Member, if any. The Affected affected Member shall give signed written notice of the proposed Change of Control transaction to the Nonnon-Affected Members affected Member(s) no later than contemporaneously with public announcement of the Change in Control, and in no event less than thirty (30) 30 days prior to consummation of such Change in Control. The Nonnon-Affected Member affected Member(s) (or the Affected affected Member in the event of Piedmont’s 's option pursuant to paragraph 2(C) above) shall give the other Members Member (or the acquirer of the Affected affected Member, as applicable) signed written notice (the “"Option Notice”") of the option it has chosen pursuant to Section 12.5(a) within forty-five (45) 45 days of the date of notice of the Change of Control. If the Nonnon-Affected Members affected Member(s) (or the Affected affected Member in the event of Piedmont’s 's option pursuant to paragraph 2(C) above) have has chosen option (B) in paragraph (1) above, or options (B) or (C) in paragraph (2) above, each as applicable, the Option Notice must contain the sale/purchase price for the Member’s 's entire Company Interest, which purchase price shall be equal to the Market Value of such Company Interest determined as of the date of the announcement of any such Change in Control. If there is a disagreement regarding the Market Value proposed as the purchase/sale price for the respective Company Interest, any either Member, within twenty (20) days from its receipt of the Option Notice, may initiate the Dispute Resolution Procedures provided in Article XVI 16 hereof to determine the appropriate Market Value for the respective Company Interest. Any sale of the Member’s 's Company Interest shall be made pursuant to a Conveyance and Assignment Agreement substantially in the form of Exhibit H I hereto. Any election by a Nonnon-Affected affected Member made pursuant to this Section 12.5 (signed and written as specified above) is irrevocable. (c) The consummation of any agreement or exercise of right to sell or purchase a Member’s 's Company Interest shall be subject to the consummation of the Change in Control. In the event that a disposition pursuant to this Section 12.5 is terminated because the Change in Control was not consummated, the Affected affected Member shall bear (and refund and reimburse the Company and the other Members as appropriate) one hundred percent (100%) of all third party costs (including fees for consultants, accountants, attorneys and other experts) incurred by Company and the Members in connection with the terminated disposition. (d) In the event the Nonnon-Affected affected Member elects to consent to the Change in Control, the Affected affected Member, or any successor Person created as a result of the Change in Control, shall retain its Company Interest.