Company Uses in Change in Control Clause

Change in Control from Indemnification Agreement

This Indemnification Agreement, dated as of , 2017 is made by and between Redfin Corporation, a Delaware corporation (the Company), and , a director, officer, or key employee of the Company or one of the Companys subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (Indemnitee).

Change in Control. For purposes of this Agreement, Change in Control means (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Subsidiary, is or becomes the Beneficial Owner (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Companys then outstanding capital stock, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 80% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Companys assets.

Change in Control from Indemnity Agreement

THIS INDEMNITY AGREEMENT (this "Agreement") dated as of ___________, 20__, is made by and between UBI Blockchain Internet LTD, a Delaware corporation (the "Company"), and _________________________ ("Indemnitee"). This Agreement terminates any and all previous indemnification agreements entered into by and between the Company and the Indemnitee.

Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation 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 said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Board of Directors of the Company (the "Board") (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve 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) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company's assets.

Change in Control from Indemnification Agreement

INDEMNIFICATION AGREEMENT, effective on the day of (this Agreement), by and between BAKER HUGHES, A GE COMPANY, a Delaware corporation (the Company), and [EMPLOYEE NAME], an individual resident of [ ] (the Indemnitee).

Change in Control. shall mean a change in control of the Company occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the Act), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, a Change in Control shall include the following:

Change In Control from Change in Control Severance Agreement

This Amended and Restated Change in Control Severance Agreement (the Agreement) is made as of June 26, 2017, by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the Company), and (the Employee), residing at .

Change In Control. shall be deemed to have occurred upon (i) the consummation of a merger, consolidation or similar transaction in which the stockholders of the Company immediately prior to the merger or consolidation cease to own, directly or indirectly, at least 50% of either (A) the then-outstanding common stock of the combined entity or (B) the combined voting power of the then-outstanding securities entitled to vote in the election of directors of the combined entity, in either case immediately following the merger, consolidation or similar transaction; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the acquisition (other than pursuant to a merger, consolidation or similar transaction described in clause (i) above) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of direct or indirect beneficial ownership of any capital stock of the Company, if, after such acquisition, such individual, entity or group owns more than 50% of either (A) the then-outstanding common stock of the Company or (B) the combined voting power of the then-outstanding securities of the Company entitled to vote in the election of directors; (iv) individuals, who on the Effective Date are members of the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the members of the Board, provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Plan, be considered as a member of the Incumbent Board; or (v) the liquidation or dissolution of the Company.

Change In Control from Change in Control Severance Agreement

This Change in Control Severance Agreement (the Agreement) is made as of June 26, 2017, by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the Company), and Dr. David Zaccardelli (the Employee), residing at .

Change In Control. shall be deemed to have occurred upon (i) the consummation of a merger, consolidation or similar transaction in which the stockholders of the Company immediately prior to the merger or consolidation cease to own, directly or indirectly, at least 50% of either (A) the then-outstanding common stock of the combined entity or (B) the combined voting power of the then-outstanding securities entitled to vote in the election of directors of the combined entity, in either case immediately following the merger, consolidation or similar transaction; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the acquisition (other than pursuant to a merger, consolidation or similar transaction described in clause (i) above) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of direct or indirect beneficial ownership of any capital stock of the Company, if, after such acquisition, such individual, entity or group owns more than 50% of either (A) the then-outstanding common stock of the Company or (B) the combined voting power of the then-outstanding securities of the Company entitled to vote in the election of directors; (iv) individuals, who on the Effective Date are members of the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the members of the Board, provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Plan, be considered as a member of the Incumbent Board; or (v) the liquidation or dissolution of the Company.

Change in Control from Stock Incentive Plan

Change in Control. means a change in ownership or control of the Company after the Registration Date effected through either of the following transactions:

Change in Control from Deferred Compensation Plan

Change in Control. Change in Control means, directly or indirectly (as applied by analogy to any partnership entities) (i) a consolidation, merger or similar business combination involving the Company in which the holders of voting securities of such entity immediately prior thereto are not the holders of a majority in interest of the voting Monster Beverage Corporation Deferred Compensation Plan for Non-Employee Directors securities of the surviving entity in such transaction, (ii) a sale, lease or conveyance of all or substantially all of the consolidated assets, or of 50% or more of the outstanding voting securities, of the Company in one transaction or a series of related transactions, (iii) any person or group becomes the beneficial owner of (a) 50% or more of the outstanding voting securities of the Company or (b) 35% or more of the outstanding voting securities of the Company and, in the case of this clause (b), within two years thereof, a majority of the members of the board of directors of the Company, as a result of actions taken by such beneficial owner (other than voting its voting securities in favor of any matter submitted to shareholders, and recommended, in each case, by the Board), cease to be individuals who were members of the board of directors of the Company immediately prior to such other person or group acquiring such beneficial ownership, or (c) a majority of the members of the board of directors of the Company cease to be individuals who are members of the board of directors of the Company (Incumbent Directors); provided, however, that any individual who is elected, or nominated for election, to the Companys board with the affirmative vote of at least a majority of the Incumbent Directors at the time of such election or nomination will thereafter be classified as an Incumbent Director for this purpose. The occurrence of a Change in Control shall be determined by the Committee in good faith and its determination shall be final and binding. Notwithstanding the foregoing an event constitutes a Change in Control with respect to a Participant only if such event constitutes a change in ownership, change in effective control or a change in the ownership of a substantial portion of assets under Treasury Regulation 1.409A-3(i)(5).

Change in Control from Director Indemnification Agreement

This Indemnification Agreement (Agreement) is made as of June __, 2017 by and between PAREXEL International Corporation, a Massachusetts corporation (the Company), and (Indemnitee).

Change in Control. shall mean the closing of: (i) merger, consolidation, liquidation or reorganization of the Company into or with another Company or other legal person, after which merger, consolidatio, liquidation or reorganization the capital stock of the Company outstanding prior to consummation of the transaction is not converted into or exchanged for or does not represent more than 50% of the aggreate voting power of the suriving or resulting entity; (ii) the direct or indirect acquisition by any person (as the term person is used in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than 50% of the voting capital stock of the Company, in a single or series of related transactions; or (iii) the sale, exchange, or transfer of all or substantially all of the Companys assets (other than a sale, exchange or transafer to one or more entities where the stockholders of the Company immediately before such sale, exhange or transfer retain, directly or indirectly at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred).

Change in Control from Director Indemnification Agreement

This Indemnification Agreement (Agreement) is made as of June __, 2017 by and between PAREXEL International Corporation, a Massachusetts corporation (the Company), and (Indemnitee).

Change in Control. shall mean the closing of: (i) merger, consolidation, liquidation or reorganization of the Company into or with another Company or other legal person, after which merger, consolidatio, liquidation or reorganization the capital stock of the Company outstanding prior to consummation of the transaction is not converted into or exchanged for or does not represent more than 50% of the aggreate voting power of the suriving or resulting entity; (ii) the direct or indirect acquisition by any person (as the term person is used in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than 50% of the voting capital stock of the Company, in a single or series of related transactions; or (iii) the sale, exchange, or transfer of all or substantially all of the Companys assets (other than a sale, exchange or transafer to one or more entities where the stockholders of the Company immediately before such sale, exhange or transfer retain, directly or indirectly at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred).

Change in Control from Equity Incentive Plan

Change in Control. means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: