Change of Control Sample Clauses
A Change of Control clause defines the rights and obligations of the parties if there is a significant change in the ownership or management of one of the parties involved in the agreement. Typically, this clause outlines what constitutes a change of control, such as a merger, acquisition, or sale of a majority of shares, and may grant the non-affected party certain rights, like the ability to terminate the contract or require advance notice. Its core function is to protect parties from being bound to an agreement with a new, potentially unknown or undesirable owner, thereby managing risk and ensuring stability in contractual relationships.
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Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of Control.
Change of Control. A Change of Control shall have occurred.
Change of Control. There shall occur a Change of Control. If any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed w...
Change of Control. There occurs any Change of Control; or
Change of Control. A Change of Control shall occur; or
Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.
(b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.
(c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:
Change of Control. “Change of Control” shall mean the occurrence of any of the following events:
Change of Control. For the purpose of this Agreement, a "Change of Control" shall mean:
Change of Control. The occurrence of a Change of Control; or
Change of Control. Any Change of Control shall occur.