Common use of Changes of Control Clause in Contracts

Changes of Control. 6.1 If at any time during the term of this Agreement there is a change of control of the Company, as defined below, which has not been approved by the Board, the Consultant will have the option, exercisable for a period of six months following such change of control, to treat this Agreement as terminated. The Consultant shall then be entitled to receive from the Company in lieu of payments, if any, owing under section 5.3 hereof an amount equal to two and one half times (2.5) the then applicable annual fee payable to the Consultant pursuant to section 4.1(a) hereof, together with customary benefits or payment of the Company’s cost of benefits in lieu thereof and bonuses which would accrue over the two-year period following such deemed termination of the Agreement. 6.2 For the purposes of this Agreement: (a) “change of control of the Company” shall mean the occurrence of any of the following events: (i) less than 51% of the Board of the Company being composed of Continuing Directors (as defined herein); or (ii) a person (within the meaning of the provisions of the Securities Act (British Columbia) (the “Securities Act”)), alone or with its affiliates, associates or persons with whom such person is acting jointly or in concert (all within the meaning of the Securities Act), becoming, following the date of this Agreement, the beneficial owner (also within the meaning of the Securities Act) of more than 50% of the total voting rights attaching to all classes then outstanding of the Company having under all circumstances the right to vote on any resolution concerning the election of directors;

Changes of Control. 6.1 If at any time during the term of this Agreement there is a change of control of the Company, as defined below, which has not been approved by the Board, the Consultant will have the option, exercisable for a period of six months following such change of control, to treat this Agreement as terminated. The Consultant shall then be entitled to receive from the Company in lieu of payments, if any, owing under section 5.3 hereof an amount equal to two and one half three quarters times (2.52.75) the then applicable annual fee payable to the Consultant pursuant to section 4.1(a) hereof, together with customary benefits or payment of the Company’s cost of benefits in lieu thereof and bonuses which would accrue over the two-year period following such deemed termination of the Agreement. 6.2 For the purposes of this Agreement: (a) “change of control of the Company” shall mean the occurrence of any of the following events: (i) less than 51% of the Board of the Company being composed of Continuing Directors (as defined herein); or (ii) a person (within the meaning of the provisions of the Securities Act (British Columbia) (the “Securities Act”)), alone or with its affiliates, associates or persons with whom such person is acting jointly or in concert (all within the meaning of the Securities Act), becoming, following the date of this Agreement, the beneficial owner (also within the meaning of the Securities Act) of more than 50% of the total voting rights attaching to all classes then outstanding of the Company having under all circumstances the right to vote on any resolution concerning the election of directors;

Changes of Control. 6.1 If at any time during the term of this Agreement there is a change of control of the Company, as defined below, which has not been approved by the Board, the Consultant will have the option, exercisable for a period of six months following such change of control, to treat this Agreement as terminated. The Consultant shall then be entitled to receive from the Company in lieu of payments, if any, owing under section 5.3 hereof an amount equal to two three and one half quarter (3.25) times (2.5) the then applicable annual fee payable to the Consultant pursuant to section 4.1(a) hereof, together with customary benefits or payment of the Company’s cost of benefits in lieu thereof and bonuses which would accrue over the two-year period following such deemed termination of the Agreement. 6.2 For the purposes of this Agreement: (a) “change of control of the Company” shall mean the occurrence of any of the following events: (i) less than 51% of the Board of the Company being composed of Continuing Directors (as defined herein); or (ii) a person (within the meaning of the provisions of the Securities Act (British Columbia) (the “Securities Act”)), alone or with its affiliates, associates or persons with whom such person is acting jointly or in concert (all within the meaning of the Securities Act), becoming, following the date of this Agreement, the beneficial owner (also within the meaning of the Securities Act) of more than 50% of the total voting rights attaching to all classes then outstanding of the Company having under all circumstances the right to vote on any resolution concerning the election of directors;