Common use of Termination Due to Change in Control Clause in Contracts

Termination Due to Change in Control. (i) The Term and Consultant’s engagement hereunder may be terminated by Consultant upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, “Change in Control” shall occur in the event that, (A) during any period commencing six (6) months after the date of this Agreement, the Board or any affiliate thereof and/or individuals who were recommended by the Board to succeed as Board members are no longer the Board of Directors of the Company; (B) any person who is not currently such becomes the beneficial owner, directly or indirectly, of securities of the Company representing at least 50% of the combined voting power of the Company’s then outstanding voting securities; (C) any merger (other than a merger where the Company is the survivor and there is no accompanying Change in Control under clause (B) of this Paragraph 7(c)(i), consolidation, liquidation or dissolution of the Company; or (D) the sale of all or substantially all of the assets of the Company. If Consultant’s engagement is terminated by Consultant due to a Change in Control, Consultant shall be entitled to receive the rights enumerated under 7(b) through the effective date of the Change of Control.