Common use of Change of Control of Buyer Clause in Contracts

Change of Control of Buyer. (a) A change of Control of the Buyer will be deemed to be an assignment by the Buyer of its rights and obligations under this Agreement and accordingly, clauses 14.1 to 14.3 and 14.7 shall apply with respect to such change of Control, except where the change of Control occurs because the Parent of the Buyer is included in the official list of the Australian Stock Exchange. (b) Subject to clause 14.5(a), a change of Control occurs in respect of the Buyer if any person (who did not Control the Buyer on the date of this Agreement) gains Control of the Buyer. (c) A person will be taken to Control the Buyer if the first mentioned person, alone or with its Associates, has the power, whether held or exercisable directly or indirectly and by whatever means (and whether or not enforceable at law or in equity): (i) to exercise or control the exercise of the right to vote attached to not less than 50% of the issued voting shares in the Buyer; (ii) to dispose of or control the exercise of a right of disposal over not less than 50% of the issued voting shares in the Buyer; (iii) to appoint or control the exercise of a right to appoint not less than one half of the number of directors to the board of the Buyer; (iv) to exercise or control the exercise of a right to vote attached to not less than 50% of the votes that may be cast at board meetings of the Buyer; or (v) to determine the outcome of decisions about the Buyer’s financial and operating policies.