Change in Control of Buyer Clause Samples

The "Change in Control of Buyer" clause defines what happens if there is a significant change in the ownership or management of the buyer company. Typically, this clause outlines the rights of the seller or other parties if the buyer is acquired, merges with another entity, or undergoes a major shift in control, such as a transfer of majority shares. For example, it may allow the seller to terminate the agreement or require the buyer to provide notice of the change. The core function of this clause is to protect the interests of the seller by addressing potential risks that arise when the buyer's control structure changes, ensuring that the original agreement terms remain fair and enforceable.
Change in Control of Buyer. Buyer shall notify Seller prior to any sale or transfer of all or a controlling interest in Buyer no less than thirty (30) Days prior to such event. If Seller believes that such change in control may materially prejudice Seller, then Seller may terminate this Contract pursuant to Article 6.
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Change in Control of Buyer. This Section
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Change in Control of Buyer. If, prior to the expiration of the Post-Closing Period, Buyer (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or the stockholders of Buyer shall not continue to own a majority of the voting power of such continuing or surviving corporation or its parent entity, (ii) shall transfer all or substantially all of its properties and assets to any Person, or (iii) shall transfer all or substantially all of the equity interests or properties and assets of the Company to any Person (each a “Company Business Sale”), then, and in each such case, Buyer shall: ensure that (A) the successor assumes all of the obligations of Buyer under this Annex A and (B) such successor is publicly-traded (provided that such requirement to be publicly-traded shall not apply in the case of a Company Business Sale of the type described in clause (i) of the definition thereof) and creditworthy and that its financial condition does not materially disadvantage the Seller or materially impair its ability to make any cash, stock or stock option payments (or in the case of a Company Business Sale of the type described in clause (i) of the definition thereof, payments of equivalent value) required under this Annex A when due.
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Change in Control of Buyer. Notwithstanding anything to the contrary, if a Calculation Period has not ended as of the time of a Change in Control of Buyer, any potential Contingent Payments related to such Calculation Period (and any subsequent Calculation Period) shall be deemed to be fully achieved, and shall be due and payable in full, in connection with the consummation of such Change in Control of Buyer.
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Change in Control of Buyer. If, during the term of this Agreement, Buyer shall propose to engage in a Buyer Change in Control (as defined below) transaction, then Buyer shall notify Supplier in writing of such proposed Buyer Change in Control promptly (and in any case, prior to the consummation of such Buyer Change in Control). Upon such Buyer Change in Control, (i) if the acquiror in such Buyer Change in Control engages in a Restricted Business, then Supplier may terminate this Agreement as of the date of such Buyer Change in Control, or (ii) if the acquiror does not engage in a Restricted Business, or if the acquiror engages in a Restricted Business but Supplier elects not to exercise its right to terminate this Agreement under subpart (i) above, then this Agreement shall be assigned by Buyer to the acquiror in the Buyer Change in Control transaction. Upon such assignment, the acquiror must agree in writing (a copy of which is delivered to Supplier prior to the consummation of such Buyer Change in Control) to assume this Agreement and to be bound by the terms of this Agreement. For purposes of this Agreement, “Change in Control” means the sale of all or substantially all of a target’s assets to any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (a “Person”), other than an affiliate, (ii) any reorganization, merger, consolidation or similar transaction which would result in the transfer of more than fifty percent (50%) of all voting equity securities of a target immediately prior to such transaction to a Person other than an affiliate, or (iii) a sale or issuance of more than fifty percent (50%) of all voting securities of a target to a Person other than an affiliate. For purposes of this Agreement, “Buyer Change in Control” means a Change in Control transaction in which Buyer is the target. For purposes of this Agreement, “Restricted Business” means (i) the business of manufacturing and internally producing polyvinyl chloride compounds, or (ii) the business of manufacturing and internally producing polyvinyl chloride resins.
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Related to Change in Control of Buyer

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition 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 (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual 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 shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office 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 a Person other than the Board; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Change in Control Event (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event. (b) A Change in Control shall not be a Qualifying Distribution Event.