Common use of Due to Change in Control Clause in Contracts

Due to Change in Control. Each of the Company and Allseas will have the option to terminate this Agreement within six (6) months following a change in control by giving thirty (30) days’ prior written notice of termination to the other party. A change in control shall mean the occurrence of any of the following (the “Change in Control”): i. the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets, other than a disposition to Box Ships Inc. or any of its affiliates; ii. the adoption by the Company’s board of directors of a plan of liquidation or dissolution of the Company; iii. the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934), other than Box Ships Inc. or any of its affiliates, becomes the beneficial owner, directly or indirectly, of a majority of the Company’s voting shares, measured by voting power rather than number of shares; iv. if, at any time, the Company becomes insolvent, admits in writing its inability to pay its debts as they become due, is adjudged bankrupt or declares its bankruptcy or makes an assignment for the benefit of creditors, a proposal or similar action under the bankruptcy, insolvency or other similar laws of any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; v. the Company consolidates with, or merges with or into, any person (other than Box Ships Inc. or any of its affiliates), or any such person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which outstanding shares of the Company’s common stock are converted into or exchanged for cash, securities or other property, or receives a payment of cash, securities or other property, other than any such transaction where any shares of the Company’s common stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee person constituting a majority of the outstanding voting power of such surviving or transferee person immediately after giving effect to such issuance; and vi. the first day on which a majority of the members of the Company’s board of directors are not continuing directors of the Company. The term “continuing directors” means, as of any date of determination, any member of the Company’s board of directors who was:

Due to Change in Control. Each of the Company and Allseas will have the option to terminate this Agreement within six (6) months following a change in control by giving thirty (30) days’ prior written notice of termination to the other party. A change in control shall mean the occurrence of any of the following (the “Change in Control”): i. the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets, other than a disposition to Box Ships Paragon Shipping Inc. or any of its affiliates; ii. the adoption by the Company’s board of directors of a plan of liquidation or dissolution of the Company; iii. the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934), other than Box Ships Paragon Shipping Inc. or any of its affiliates, becomes the beneficial owner, directly or indirectly, of a majority of the Company’s voting shares, measured by voting power rather than number of shares; iv. if, at any time, the Company becomes insolvent, admits in writing its inability to pay its debts as they become due, is adjudged bankrupt or declares its bankruptcy or makes an assignment for the benefit of creditors, a proposal or similar action under the bankruptcy, insolvency or other similar laws of any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; v. the Company consolidates with, or merges with or into, any person (other than Box Ships Paragon Shipping Inc. or any of its affiliates), or any such person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which outstanding shares of the Company’s common stock are converted into or exchanged for cash, securities or other property, or receives a payment of cash, securities or other property, other than any such transaction where any shares of the Company’s common stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee person constituting a majority of the outstanding voting power of such surviving or transferee person immediately after giving effect to such issuance; and vi. the first day on which a majority of the members of the Company’s board of directors are not continuing directors of the Company. The term “continuing directors” means, as of any date of determination, any member of the Company’s board of directors who was:

Due to Change in Control. Each of the Company and Allseas will have the option to terminate this Agreement within six (6) months following a change in control by giving thirty (30) days’ prior written notice of termination to the other party. A change in control shall mean the occurrence of any of the following (the “Change in Control”): i. the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets, other than a disposition to Box Ships Paragon Shipping Inc. or any of its affiliates; ii. the adoption by the Company’s board of directors of a plan of liquidation or dissolution of the Company; iii. the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934), other than Box Ships Paragon Shipping Inc. Inc. or any of its affiliates, becomes the beneficial owner, directly or indirectly, of a majority of the Company’s voting shares, measured by voting power rather than number of shares; iv. if, at any time, the Company becomes insolvent, admits in writing its inability to pay its debts as they become due, is adjudged bankrupt or declares its bankruptcy or makes an assignment for the benefit of creditors, a proposal or similar action under the bankruptcy, insolvency or other similar laws of any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; v. the Company consolidates with, or merges with or into, any person (other than Box Ships Paragon Shipping Inc. Inc. or any of its affiliates), or any such person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which outstanding shares of the Company’s common stock are converted into or exchanged for cash, securities or other property, or receives a payment of cash, securities or other property, other than any such transaction where any shares of the Company’s common stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee person constituting a majority of the outstanding voting power of such surviving or transferee person immediately after giving effect to such issuance; and vi. the first day on which a majority of the members of the Company’s board of directors are not continuing directors of the Company. The term “continuing directors” means, as of any date of determination, any member of the Company’s board of directors who was: