Common use of DBC CHANGE OF CONTROL Clause in Contracts

DBC CHANGE OF CONTROL. Notwithstanding anything herein to the contrary, and absent agreement of the Stockholders to do otherwise, CBS shall have the right (but not the obligation) in its sole discretion to purchase DBC's Securities or require that such Securities be transferred to an independent trustee, as provided in Section 2.2 within 60 days after a competitor of CBS has directly or indirectly acquired beneficial ownership of more than 30% of the outstanding shares of the common stock, or securities representing, in the aggregate, more than 30% of the voting power, of DBC (or any person controlling DBC), or all or substantially all of DBC's assets (a "DBC CHANGE OF CONTROL"), at a time when DBC and its affiliates shall then own in the aggregate a number of shares of Common Stock equal to at least ten percent (10%) of the outstanding shares of Common Stock on the IPO Closing Date (defined below) (appropriately adjusted to reflect any stock splits, reverse stock splits, stock dividends, recapitalizations and other similar transactions occurring subsequent to the IPO Closing Date), without the prior written consent of CBS (a "TRIGGERING EVENT"). The parties hereby agree that DBC may give CBS confidential written notice of its intent to enter into an agreement which would cause a DBC Change of Control, together with a description of the party with whom DBC intends to effect such a transaction. CBS shall have twenty (20) days from receipt of such notice to respond to DBC in writing as to whether it would elect to trigger the provisions of this Section 2 with respect to such potential DBC Change of Control. If, and only if, CBS notifies DBC in writing that it would not make such election, CBS shall be deemed to have waived its right to trigger such mandatory transfer provisions with respect to such potential DBC Change of Control.

DBC CHANGE OF CONTROL. Notwithstanding anything herein to the contrary, and absent agreement of the Stockholders to do otherwise, CBS shall have the right (but not the obligation) in its sole discretion to purchase DBC's Securities or require that such Securities be transferred to an independent trustee, as provided in Section 2.2 within 60 days after a competitor of CBS has directly or indirectly acquired beneficial ownership of more than 30% of the outstanding shares of the common stock, or securities representing, in the aggregate, more than 30% of the voting power, of DBC (or any person controlling DBC), or all or substantially all of DBC's assets (a "DBC CHANGE OF CONTROLChange of Control"), at a time when DBC and its is affiliates shall then own in the aggregate a number of shares of Common Stock equal to at least ten percent (10%) of the outstanding shares of Common Stock on the IPO Closing Date (defined below) (appropriately adjusted to reflect any stock splits, reverse stock splits, stock dividends, recapitalizations and other similar transactions occurring subsequent to the IPO Closing Date), without the prior written consent of CBS (a "TRIGGERING EVENTTriggering Event"). The parties hereby agree that DBC may give CBS confidential written notice of its intent to enter into an agreement which would cause a DBC Change of Control, together with a description of the party with whom DBC intends to effect such a transaction. CBS shall have twenty (20) days from receipt of such notice to respond to DBC in writing as to whether it would elect to trigger the provisions of this Section 2 with respect to such potential DBC Change of Control. If, and only if, CBS notifies DBC in writing that it would not make such election, CBS shall be deemed to have waived its right to trigger such mandatory transfer provisions with respect to such potential DBC Change of Control.