1934 Uses in Change of Control Clause

Change of Control from Employment Agreement

This Employment Agreement (the Agreement) is entered into as of June 19, 2017, by and between Autodesk, Inc. (the Company) and Andrew Anagnost (Executive).

Change of Control. For purposes of this Agreement, Change of Control means (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the beneficial owner (as defined in Rule 13d-3 of the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Companys then outstanding voting securities; or (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Companys assets; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, 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 or its parent) fifty percent (50%) or more of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iv) a change in the composition of the Board, as a result of which less than a majority of the Directors are Incumbent Directors. Incumbent Directors shall mean Directors who either (A) are Directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those Directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company; provided that such Change of Control constitutes a change in ownership or effective control of the Company within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Change of Control from Loan and Security Agreement

This LOAN AND SECURITY AGREEMENT, dated as of April 3, 2017, is entered by and between Sterling Construction Company, Inc., a Delaware corporation (the "Borrower"); the guarantors identified on Schedule 1 hereto (such guarantors, together with any entities required to become Guarantors pursuant to the Joinder Requirements, are referred to hereinafter each individually as a "Guarantor" and collectively as the "Guarantors" and together with the Borrower as the "Loan Parties") and Wilmington Trust, National Association, as agent ("Agent") for the lenders identified on Schedule 2 hereto (such lenders, together with their respective successors and assigns are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), and the Lenders.

Change of Control. shall mean an event or series of events by which: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of 35% or more of the Equity Securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such Equity Securities that such "person" or "group" has the right to acquire pursuant to any option right); (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); (c) any "change in control" (or comparable term) or mandatory redemption event or similar event occurs under any agreement governing Material Indebtedness of any Loan Party or any of its Subsidiaries; (d) all or substantially all of the Borrower's and its Subsidiaries' consolidated assets are sold, transferred or disposed; or (e) Borrower (directly or indirectly) ceasing to own and control 100% of the economic and voting interests of each class of the outstanding Equity Securities of each of its wholly-owned Subsidiaries, free and clear of all Liens (other than the (i) Liens in favor of the Agent to secure the Obligations hereunder, (ii) Liens existing in such Person's organizational documents in effect as of the date hereof or (iii) restrictions on transfer under applicable federal and state securities laws), except where such failure is as a result of a transaction expressly permitted hereunder.

Change of Control

THIS AGREEMENT (the "Agreement") is made as of May 16, 2016, between Community Choice Financial Inc., an Ohio corporation (together with its successors, the "Company"), and Kyle Hanson, who is an employee of the Company or one of its Subsidiaries (the "Grantee"). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).

Change of Control. means: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any person or entity that Person other than its current shareholders, their affiliates and/or the Company's current management or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"), or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting stock of the Company or any parent of the Company, unless same is incident to an initial public offering of the Company's or any Affiliate's stock

Change of Control

THIS AGREEMENT (the "Agreement") is made as of May 16, 2016, between Community Choice Financial Inc., an Ohio corporation (together with its successors, the "Company"), and Bridgette Roman, who is an employee of the Company or one of its Subsidiaries (the "Grantee"). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).

Change of Control. means: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any person or entity that Person other than its current shareholders, their affiliates and/or the Company's current management or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"), or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting stock of the Company or any parent of the Company, unless same is incident to an initial public offering of the Company's or any Affiliate's stock

Change of Control

THIS AGREEMENT (the "Agreement") is made as of May 16, 2016, between Community Choice Financial Inc., an Ohio corporation (together with its successors, the "Company"), and Michael Durbin, who is an employee of the Company or one of its Subsidiaries (the "Grantee"). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).

Change of Control. means: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any person or entity that Person other than its current shareholders, their affiliates and/or the Company's current management or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"), or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting stock of the Company or any parent of the Company, unless same is incident to an initial public offering of the Company's or any Affiliate's stock

Change of Control from Incentive Plan

THIS AGREEMENT (the "Agreement") is made as of May 16, 2016, between Community Choice Financial Inc., an Ohio corporation (together with its successors, the "Company"), and William E. Saunders, who is an employee of the Company or one of its Subsidiaries (the "Grantee"). Capitalized terms, unless defined in this Agreement, shall have the same meanings as in the Plan (as defined below).

Change of Control. means: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any person or entity that Person other than its current shareholders, their affiliates and/or the Company's current management or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"), or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50% or more of the total voting stock of the Company or any parent of the Company, unless same is incident to an initial public offering of the Company's or any Affiliate's stock

Change of Control

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE EVIDENCE REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Change of Control. shall mean (i) any "person" or "group" (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company (excluding the License Agreement).

Change of Control from Salary Continuation Agreement

THIS AGREEMENT is made this 1st day of October, 2002, by and between PeoplesBank, A Codorus Valley Company, a Pennsylvania state-chartered bank located in York, Pennsylvania (the "Company") and Matthew Clemens (the "Executive").

Change of Control. means: A change in control of a nature that would be required to be reported in response to Item (6e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Security Exchange Act of 1934 (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "person" who on the date hereof is a director or officer of the Corporation is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation's then outstanding securities, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Company or Corporation's assets.

Change of Control from Form of Indemnity Agreement

THIS INDEMNITY AGREEMENT (the Agreement) is made and entered into as of February 28, 2017 (the Effective Date) between Linn Energy, Inc., a Delaware corporation (the Company), and [*] (the Indemnitee).

Change of Control. means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 5.01 of Current Report on Form 8-K (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the Act), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, a Change of Control shall be deemed to have occurred if after the Effective Date (i) any person (as such term is used in Sections 13(d) and 14(d) of the Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing greater than fifty percent (50%) or more of the combined voting power of the Companys then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Companys shareholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

Change of Control

Ameri Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the "DGCL"), in accordance with Section 151 of the DGCL, does hereby certify that:

Change of Control. shall mean when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of stock of the Corporation entitling that person to exercise more than 50% of the total voting power of all shares of stock of the Corporation entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), and (ii) following the closing of any transaction referred to in (i) above, neither the Corporation nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the OTCQB Marketplace or any national securities exchange or national securities market.