Change in Control Contract Clauses (3,258)

Change in Control. In the event of a Change in Control (as defined below), Restricted Units that is not yet vested on the date such Change in Control is determined to have occurred shall become fully vested on the date such Change in Control is determined to have occurred. A "Change in Control" means the happening of any of the following: (i) 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...) and 14(d) of the Exchange Act of 1934, as amended (the "Exchange Act") (other than any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities entitled generally to vote in the election of the Board of Directors (other than the occurrence of any contingency); (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, which is consummated, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the effective date of a complete liquidation of the Company or the consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, which in both cases are approved by the stockholders of the Company as may be required by law. Notwithstanding the foregoing, the merger of the Company and a subsidiary of WestMountain Alternative Energy, Inc. shall not be a Change of Control. Exhibit 10.7 -- Page 1 4. Restrictions on Transfer; Legending of Shares. Until such time as any share of Restricted Units becomes vested pursuant to Section 2 or Section 3 of this Agreement, the Grantee shall not have the right to make or permit to occur any transfer, pledge or hypothecation of all or any portion of the Restricted Units, whether outright or as security, with or without consideration, voluntary or involuntary. Any transfer, pledge or hypothecation not made in accordance with this Agreement shall be deemed null and void. The certificate evidencing the Restricted Units shall contain a legend in substantially the following form: "The common units evidenced by this certificate are subject to restrictions on transfer set forth in the Restricted Units Award Agreement, dated [ ], between C-Bond Systems, LLC (the "Company") and [ ], a copy of which may be obtained from the Company at its principal executive offices." "The Common Units of the Company represented hereby have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be transferred, pledged, hypothecated or otherwise disposed of in the absence of an effective registration statement covering such shares under that Act and any applicable state securities laws, unless, in the opinion of counsel satisfactory to the Company, an exemption from registration thereunder is available." View More

Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control (as defined in the Equity Incentive Plan), (i) each Participant's Stock Award, to the extent outstanding as of the date of the Change in Control, shall be treated in the manner set forth in Section 13(c) of the Equity Incentive Plan, as in effect on the Effective Date of the Plan, and (ii) each Participant's Cash Award, to the extent not paid as of the date of the Change in Control, shall be treated in... a manner equivalent to the treatment of the Participant's Stock Award upon the Change in Control, as determined by the Committee in its sole discretion. View More

Change in Control. In the event of a Change in Control: (a) if the Stock Awards are assumed or substituted (within the meaning of the Plan) in connection with such Change in Control, and the Participant incurs a termination of service with the Company and its Subsidiaries by the Company or its Subsidiary without Cause or by the Participant for good reason (or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party, as modified by Section 4(e)) du...ring the 24-month period following such Change in Control, then the Stock Awards shall vest on the date of such termination of services. (b) if the Stock Awards are not assumed or substituted in connection with such Change in Control, then the Stock Awards shall immediately vest upon the occurrence of the Change in Control. View More

Change in Control. Whether via changes in the entity, or any change in the Executive's duties, titles, or capacities, the Executive is entitled to the same salaries and benefits as if the CEO contract had remained in force. (a) Unless the Executive unilaterally terminates his own contract, or for other reasons, fails to complete the remainder of the three (3) year contract, the Executive will receive the same salary and benefits, including the bonus, as were the stipulated remunerations for performing his duties a...s CEO. Such remunerations will continue to be paid for consulting and advisory services or a re-designation to another role in the Company as agreed to by the executive on a monthly basis for contract duration. (b) Should the Executive lose his employment for reasons that are unable to be controlled by the Board of Directors, or for other reasons, fails to complete the remainder of the three (3) year contract, the Executive will receive the same salary and benefits, including the bonus, as were the stipulated remunerations for performing his duties as CEO. Such remunerations will continue to be paid for consulting and advisory services or a re-designation to another role in the Company as agreed to by the executive on a monthly basis for contract duration. View More

Change in Control. (a) In the event of a Change of Control in which no provision is made for assumption or substitution of the RSUs granted hereby in the manner contemplated by Section 8(a) of the Plan, the RSUs, to the extent then unvested, shall automatically be deemed vested as of immediately prior to such Change of Control, and the RSUs shall be settled within 60 days following such Change in Control (or, to the extent the RSUs are deferred compensation subject to Section 409A of the Code, within 60 days follo...wing a later payment event permissible under Section 409A of the Code), in Shares, in cash in an amount equal to the number of vested RSUs multiplied by the Fair Market Value of a Share (as of a date specified by the Committee), or in a combination of cash and Shares, as determined by the Committee. (b) If a Change of Control occurs in which the acquirer assumes or substitutes the RSUs granted hereby in the manner contemplated by Section 8(b) of the Plan, and within the 24-month period following such Change in Control, the Participant's employment with the Company and its Affiliates is terminated (i) by the Company or one of its Affiliates without Cause (other than due to death or Disability) or (ii) by the Participant for Good Reason (defined below), then the RSUs, to the extent unvested, shall become fully vested as of the date of termination of employment, and promptly settled upon vesting, in a manner consistent with Section 2(b). (c) For purposes of this Agreement only, "Good Reason" means (i) a material decrease in the Participant's total annual compensation opportunity (calculated as a the sum of such Participant's annual base salary plus target annual bonus) or (ii) a relocation of the principal place of the Participant's work location to a location that increases the Participant's one-way commute by at least 50 miles. Notwithstanding anything herein to the contrary, Good Reason shall not occur unless and until (A) the Participant delivers written notice delivered to the 3 General Counsel of the Company within 60 days following the initial existence of the circumstances giving rise to Good Reason, (B) 30 days have elapsed from the date the Company receives such notice from the Participant without the Company curing or causing to be cured the circumstances giving rise to Good Reason, and (C) the Participant's effective date of resignation is no later than 10 days following the Company's failure to cure. View More

Change in Control. For purposes of this Agreement, a "Change in Control" shall mean: (a) The acquisition (other than by or from the Company), at any time after the date hereof, by any person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%or more of either the then outstanding shares of common stock or the combined voting power of th...e Company's then outstanding voting securities entitled to vote generally in the election of directors; or (b) All or any of the individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (c) Approval by the stockholders of the Company of (A) a reorganization, merger or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, (B) a liquidation or dissolution of the Company, or (C) the sale of all or substantially all of the assets of the Company, unless the approved reorganization, merger, consolidation, liquidation, dissolution or sale is subsequently abandoned. (d) The approval by the Board of the sale, distribution and/or other transfer or action (and/or series of sales, distributions and/or other transfers or actions from time to time or over a period of time), that results in the Company's ownership of less than 50% of the Company's current assets. View More

Change in Control. For purposes of the Agreement a "Change in Control" shall mean: (a) a merger of EIC with another entity, a consolidation involving EIC, or the sale of all or substantially all of the assets of EIC to another entity if, in any such case, (i) the holders of equity securities of EIC immediately prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting entity entitled to 50% or more of the votes then eligible to be cast ...in the election of directors generally (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of EIC immediately prior to such transaction or event or (ii) the persons who were members of the EIC Board immediately prior to such transaction or event shall not constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event; (b) the dissolution or liquidation of EIC; (c) when any person or entity, including a "group" as contemplated by Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of 30% or more of the combined voting power of the outstanding securities of EIC; (d) individuals who, as of the day immediately preceding the Effective Date, constitute members of the EIC Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the EIC Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by EIC's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered for purposes of this definition as though such individual was a member of the Incumbent Board, but excluding, for these purposes, any such individual whose initial assumption of office as a director occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any individual, entity or group other than the EIC Board; or (e) any other event that a majority of the EIC Board, in its sole discretion, shall determine constitutes a Change in Control hereunder. For purposes of the preceding sentence, (A) "resulting entity" in the context of a transaction or event that is a merger, consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of EIC receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity, and (B) subsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the term "EIC" shall refer to the resulting entity and the term "EIC Board" shall refer to the board of directors (or comparable governing body) of the resulting entity. View More

Change in Control. If there is a Change in Control, notwithstanding any other provision of this Award Agreement or of any employment, severance protection or other agreement but subject to Section 13.B, all unvested PSUs shall be treated as follows: A.If the PSUs are not continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall fully vest upon the occurrence of the Change in Control. For each such PSU, you shal...l receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control. B.If the PSUs are continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall continue to vest on the applicable Vesting Date(s), subject to your continued employment through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the PSUs shall fully vest upon such termination or resignation and shall be settled as promptly as practicable following such termination. "Good Reason" shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any. For purposes hereof, the unvested PSUs shall be considered "assumed" if, following the Change in Control, the unvested PSUs confer the right to receive, for each Share subject to the unvested PSUs immediately prior to the Change in Control, (i) the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the Change in Control, or (ii) common stock of the successor to the Company of substantially equivalent economic value to the consideration received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control (as determined by the Committee in its discretion). The unvested PSUs will be considered "substituted for" if the successor or acquirer replaces the unvested PSUs with equity awards of substantially equivalent economic value measured as of the date the Change in Control occurs (as determined by the Committee in its sole discretion). In all events, any action under this Section 4 shall comply with the applicable requirements of Section 409A of the Code (such that, for the avoidance of doubt, no action shall be taken by the Committee pursuant to this Section 4 that would violate the requirements of Section 409A of the Code). View More

Change in Control. (a) Change in Control. In the event of a Change in Control described in clauses (ii), (iii) and (iv) of the definition of Change in Control under Section 1.2 of the Plan, the Committee may accelerate vesting and the time at which the Incentive Option may be exercised so that the Incentive Option may be exercised in full for a limited period of time on or before a specified date fixed by the Committee, after which the unexercised Incentive Option and all rights of Optionee thereunder shall termin...ate, or the Committee may accelerate vesting and the time at which the Incentive Option may be exercised so that the Incentive Option may be exercised in full for its then remaining term. Notwithstanding the above, the Committee shall not be required to take any action described in the preceding sentence and any decision made by the Committee, in its sole discretion, not to take some or all of the actions described in the preceding sentence shall be final, binding and conclusive with respect to the Company and all other interested persons. (b) Right of Cash-Out. If approved by the Board prior to or within thirty (30) days after such time as a Change in Control shall be deemed to have occurred, the Board shall have the right for a forty-five (45) day period immediately following the date that the Change in Control is deemed to have occurred to require Optionee to transfer and deliver to Company the Incentive Option in exchange for an amount equal to the "cash value" (defined below) of the Incentive Option. Such right shall be exercised by written notice to Optionee. The cash value of the Incentive Option shall equal the excess of the "market value" (defined below) per Share over the Exercise Price, if any, multiplied by the number of Shares subject to the Incentive Option. For purposes of the preceding sentence, "market value" per Share shall mean the higher of (i) the average of the Fair Market Value per Share of Common Stock on each of the five trading days immediately following the date a Change in Control is deemed to have occurred or (ii) the highest price, if any, offered in connection with the Change in Control. The amount payable to Optionee by Company pursuant to this Paragraph 8(b) shall be in cash or by certified check and shall be reduced by any taxes required to be withheld. View More

Change in Control. Notwithstanding anything to the contrary in this Agreement, if a Change in Control occurs during the Performance Period, then, subject to the Optionee not having a Termination of Service through the date of the Change in Control, except as provided in Section 4, the Performance Goal for the Option will be deemed satisfied at the Target of such Performance Goal upon the effective time of the Change in Control pursuant to this Section 3, and the Option shall, in such Change in Control, become vest...ed immediately prior to the effective time of such Change in Control. View More