Common use of Change of Control Provisions Clause in Contracts

Change of Control Provisions. So long any Principal Stockholder Party is the beneficial owner of 10% or more of the then-outstanding shares of Common Stock, without the prior written approval of such Principal Stockholder Party, neither the Company nor any subsidiary of the Company shall enter into or otherwise permit itself or any of its properties to become bound by or subject to any material agreement, instrument or other commitment (including, but not limited to joint venture or partnership agreements, contracts with customers, suppliers or labor unions, loan, indemnity or guaranty agreements, indentures, notes, leases or licenses, mortgages and security agreements) (i) containing a Change of Control Provision (as defined below) other than (x) an employment or employee severance agreement or plan or (y) an indenture, loan guaranty, lease or note agreement or other agreement relating to the incurrence or assumption of indebtedness (a "DEBT AGREEMENT") that contains a Change of Control Provision that is consistent in all material respects with the form of Change of Control Provision that then prevailing market practice would require be included in a Debt Agreement for a substantially comparable borrower covering indebtedness substantially similar to that being incurred by the Company pursuant to such Debt Agreement or (ii) granting to any party thereto or holder thereof any right to vote for the election of directors of the Company. The Company agrees that all material agreements, instruments or other commitments that would contain a Change of Control Provision (whether or not approved by or requiring the approval of any Stockholder Party and without regard to the exception in the definition of Change of Control Provision) shall be submitted to the Board of Directors for approval and shall have been approved by the Board of Directors prior to the Company entering into any such agreement. As used herein, a "CHANGE OF CONTROL PROVISION" shall mean any provision which would give rise to any actual or potential (A) event of default under a Debt Agreement or (B) restriction on, requirement of (including, without limitation, any requirement relating to any put right of securityholders), or other adverse effect on the Company or any of its subsidiaries as the result of the happening of a "change of control" of the Company however defined, but including without limitation any provision relating to (i) beneficial ownership by any Person of more or less than a specified percentage of outstanding Common Stock, (ii) a change in the Board of Directors not approved by the previously incumbent directors or (iii) a merger, sale of all or substantially all the Company's assets or other business combinations involving the Company or any of its subsidiaries, except that, in the case of any Stockholder Party referred to in the first sentence of this Section 5.2, "Change of Control Provision" shall not include a provision as to which such Stockholder Party notifies the Company in writing before the Company enters into any agreement, instrument or other commitment containing such provision that, in the reasonable judgment of such Stockholder Party, such provision would not have a material adverse effect on such Stockholder Party's ability to sell the shares of Common Stock then beneficially owned by such Stockholder Party.

Change of Control Provisions. So long (a) As soon as practicable following from 23 January 2023, OZL and BHP must seek to identify any Principal Stockholder Party is change of control or unilateral termination rights in the beneficial owner of 10% contracts to which OZL or more another member of the then-outstanding shares OZL Group is party which the parties consider, acting reasonably, are material to the business of Common Stockthe OZL Group (including for the avoidance of doubt the Material Contracts) which may be triggered by or exercised in response to the implementation of the Scheme. (b) In respect of those contracts: (i) the parties will use reasonable endeavours to agree a proposed course of action (which, among other things, will have due regard to applicable legal restrictions) pursuant to which OZL will initiate contact, including joint discussions if required or requested by ▇▇▇, with the relevant counterparties and request that they provide any consents or confirmations required or appropriate, including where appropriate confirmation that the counterparties will not terminate the relevant contract because of a change in control in OZL, in connection with the implementation of the Scheme; and (ii) BHP and ▇▇▇ must work together to take all reasonable actions necessary to obtain such consents or confirmations promptly, including by promptly providing any information reasonably required by counterparties. (c) BHP must not, and must procure that its Related Bodies Corporate and Representatives do not, contact or hold discussions with any party from whom consent or confirmation is required without the prior written approval consent of OZL. (d) BHP must cooperate with, and provide reasonable assistance to, OZL to obtain such Principal Stockholder Partyconsents or confirmations as soon as practicable after the proposed course of action is agreed in accordance with clause 6.4(b), neither the Company nor provided that nothing in this clause 6.4 will require BHP to make any subsidiary of the Company shall enter into payment or otherwise permit itself an incur any material expense and further provided that nothing in this clause 6.4 or any other provision of its properties this deed requires BHP to become bound by or subject agree to any material agreement, instrument new conditions or other commitment (including, but to provide any new guarantees or security to a contract or lease counterparty which are not limited reasonably acceptable to joint venture or partnership agreements, contracts with customers, suppliers or labor unions, loan, indemnity or guaranty agreements, indentures, notes, leases or licenses, mortgages and security agreements)BHP. (ie) containing Notwithstanding any other provision of this deed, the failure to obtain any consent under this clause 6.4 will not constitute or contribute to a Change breach of Control Provision this deed by OZL nor a breach of any Condition, provided that ▇▇▇ has acted in good faith in seeking to obtain the relevant consents under this clause 6.4. Any such failure, together with any consequences that arise, will be disregarded when assessing the operation of any other provision of this deed. (as defined belowf) other than (x) an employment or employee severance agreement or plan or (y) an indentureBHP must take, loan guarantyand must procure that its Related Bodies Corporate take, lease or note agreement or other agreement relating all actions necessary to comply with any requirements of any party from whom a consent is required under this clause 6.4 to the incurrence or assumption of indebtedness (a "DEBT AGREEMENT") that contains a Change of Control Provision that is consistent in all material respects with the form of Change of Control Provision that then prevailing market practice would require extent reasonably necessary to obtain such consent, including providing any information, as may be included in a Debt Agreement for a substantially comparable borrower covering indebtedness substantially similar to that being incurred by the Company pursuant to such Debt Agreement or (ii) granting to any party thereto or holder thereof any right to vote for the election of directors of the Company. The Company agrees that all material agreements, instruments or other commitments that would contain a Change of Control Provision (whether or not approved by or requiring the approval of any Stockholder Party and without regard to the exception in the definition of Change of Control Provision) shall be submitted to the Board of Directors for approval and shall have been approved by the Board of Directors prior to the Company entering into any such agreement. As used herein, a "CHANGE OF CONTROL PROVISION" shall mean any provision which would give rise to any actual or potential (A) event of default under a Debt Agreement or (B) restriction on, requirement of (including, without limitation, any requirement relating to any put right of securityholders), or other adverse effect on the Company or any of its subsidiaries as the result of the happening of a "change of control" of the Company however defined, but including without limitation any provision relating to (i) beneficial ownership by any Person of more or less than a specified percentage of outstanding Common Stock, (ii) a change in the Board of Directors not approved by the previously incumbent directors or (iii) a merger, sale of all or substantially all the Company's assets or other business combinations involving the Company or any of its subsidiaries, except that, in the case of any Stockholder Party referred to in the first sentence of this Section 5.2, "Change of Control Provision" shall not include a provision as to which such Stockholder Party notifies the Company in writing before the Company enters into any agreement, instrument or other commitment containing such provision that, in the reasonable judgment of such Stockholder Party, such provision would not have a material adverse effect on such Stockholder Party's ability to sell the shares of Common Stock then beneficially owned reasonably required by such Stockholder Partyparty.

Change of Control Provisions. So long any Principal Stockholder Party is the beneficial owner of 10% or more (a) Within three (3) business days of the then-outstanding shares receipt of Common Stockany written notice or other written communication of a bona fide offer (an “Acquisition Proposal”) from or on behalf of a third party relating to such third party’s interest in consummating a Deemed Liquidation transaction (as defined in the Purchase Agreement), without in the prior written approval event that either the Board of such Principal Stockholder Party, neither the Company nor any subsidiary Directors of the Company or its Chief Executive Officer determines to engage in further discussions with such third party or to otherwise pursue such Acquisition Proposal, the Company shall enter into or otherwise permit itself or provide Newco written notice of the Acquisition Proposal (the “Acquisition Proposal Notice”). The Acquisition Proposal Notice shall set forth the material terms and conditions of the Acquisition Proposal, including the identity of the proposed acquiror and each of the components of the purchase consideration offered, as well as any material contingencies associated therewith. In addition, the Company shall inform Newco of any material modifications to an Acquisition Proposal that was previously the subject of an Acquisition Proposal Notice. Notwithstanding any of the foregoing, a “Deemed Liquidation” shall not be deemed to occur solely as a result of the Company entering into a loan, credit line, lease of real or personal property or similar contract which involves a pledge of assets of the Company as collateral to secure the performance of the Company’s obligations under such contract. (b) Newco shall have five (5) business days of its properties receipt of the Acquisition Proposal Notice to become bound by or subject notify the Company that it intends to any submit its own Acquisition Proposal (the “Response Notice Period”) and, if Newco has delivered a notice that it intends to submit such proposal, ten (10) business days from the end of the Response Notice Period (the “Acquisition Proposal Notice Period”) to submit its own Acquisition Proposal to effect a Deemed Liquidation. If Newco elects to submit its own Acquisition Proposal, the material agreement, instrument or other commitment terms and conditions of such Acquisition Proposal (including, but not limited to, Newco’s identity and each of the components of the purchase consideration offered, as well as any material contingencies associated therewith) may be disclosed by the Company, in its sole and absolute discretion, to joint venture other third parties who have previously submitted or partnership agreementsthereafter submit an Acquisition Proposal that was previously or thereafter becomes the subject of an Acquisition Proposal Notice. In addition, contracts with customersthe Company may, suppliers in its sole and absolute discretion, inform any such third parties of any material modifications to a Newco Acquisition Proposal. (c) If a third party makes any material modification to an Acquisition Proposal that was previously the subject of an Acquisition Proposal Notice during the Acquisition Proposal Notice Period (or labor unionsthereafter if Newco submitted its own Acquisition Proposal prior to the expiration of the Acquisition Proposal Notice Period), loanthen the Company shall promptly give Newco notice of such modification (each, indemnity a “Modification Notice”). The Company shall not enter into a definitive agreement to effect an Acquisition Proposal submitted by or guaranty agreements, indentures, notes, leases or licenses, mortgages and security agreements) on behalf of a third party until the later of: (i) containing a Change of Control Provision (as defined below) other than (x) an employment or employee severance agreement or plan or (y) an indenture, loan guaranty, lease or note agreement or other agreement relating to the incurrence or assumption of indebtedness (a "DEBT AGREEMENT") that contains a Change of Control Provision that is consistent in all material respects Acquisition Proposal Notice Period with the form of Change of Control Provision that then prevailing market practice would require be included in a Debt Agreement for a substantially comparable borrower covering indebtedness substantially similar to that being incurred by the Company pursuant respect to such Debt Agreement Acquisition Proposal has elapsed or (ii) granting seventy-two (72) hours after Newco’s receipt of a Modification Notice or, if Newco has not notified the Company that it intends to any party thereto or holder thereof any right submit an Acquisition Proposal with respect to vote for the election of directors of the Company. The Company agrees that all material agreements, instruments or other commitments that would contain a Change of Control Provision (whether or not approved an Acquisition Proposal submitted by or requiring on behalf of a third party, until the approval Response Notice Period with respect to such Acquisition Proposal has elapsed. For clarification purposes, if another third party makes a new Acquisition Proposal that was not previously the subject of any Stockholder Party and without regard to the exception in the definition of Change of Control Provision) shall be submitted to an Acquisition Proposal Notice that either the Board of Directors for approval and shall have been approved by the Board of Directors prior to the Company entering into any such agreement. As used herein, a "CHANGE OF CONTROL PROVISION" shall mean any provision which would give rise to any actual or potential (A) event of default under a Debt Agreement or (B) restriction on, requirement of (including, without limitation, any requirement relating to any put right of securityholders), or other adverse effect on the Company or any its Chief Executive Officer determines to engage in further discussions with such third party or to otherwise pursue, then the provisions of subsections (a) and (b) shall apply to such new Acquisition Proposal. (d) Subject to Newco having entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company, in connection with its subsidiaries as consideration of whether to submit its own Acquisition Proposal, during the result of the happening of a "change of control" of Acquisition Proposal Notice Period, Newco shall be entitled to examine, at its expense, and the Company however definedshall make available to Newco, but including without limitation any provision relating to (i) beneficial ownership by any Person of more or less than a specified percentage of outstanding Common Stock, (ii) a change in the Board of Directors not approved by the previously incumbent directors or (iii) a merger, sale of all or substantially all the Company's assets or other ’s books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, and Company shall make such officers available for such purpose, all at such times as may be reasonably requested by Newco during the Company’s normal business combinations involving hours, on terms substantially similar to those granted to a third party, if any, that has submitted and Acquisition Proposal that has been the subject of an Acquisition Proposal Notice. (e) Notwithstanding the foregoing, the Company’s obligations pursuant to subsections (a)-(d) above shall terminate once the Company or has entered into a definitive agreement to effect an Acquisition Proposal with any of its subsidiaries, except that, in the case of any Stockholder Party referred to in the first sentence of this Section 5.2, "Change of Control Provision" shall not include a provision as to which such Stockholder Party notifies the Company in writing before the Company enters into any agreement, instrument or other commitment containing such provision that, in the reasonable judgment of such Stockholder Party, such provision would not have a material adverse effect on such Stockholder Party's ability to sell the shares of Common Stock then beneficially owned by such Stockholder Partyparty.

Change of Control Provisions. So long any Principal Stockholder Party (a) For purposes of this Letter Agreement, a "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported by it in response to Item 6(e) of Schedule 14A of Regulation 14A 3 [LOGO] RTI INTERNATIONAL METALS, INC. promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if: (1) Any person (within the meaning of that term as used in Sections 13(d) and 14(d) of the Exchange Act (a "Person") is or becomes the "beneficial owner owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 10% securities of the Company representing twenty percent (20%) or more of the then-outstanding shares of Common Stock, without the prior written approval of such Principal Stockholder Party, neither the Company nor any subsidiary combined voting power of the Company Company's then outstanding voting securities; provided, however, that for purposes of this Agreement the term "Person" shall enter into or otherwise permit itself or any of its properties to become bound by or subject to any material agreement, instrument or other commitment (including, but not limited to joint venture or partnership agreements, contracts with customers, suppliers or labor unions, loan, indemnity or guaranty agreements, indentures, notes, leases or licenses, mortgages and security agreements) include (i) containing a Change of Control Provision (as defined below) other than (x) an employment or employee severance agreement or plan or (y) an indenture, loan guaranty, lease or note agreement or other agreement relating to the incurrence or assumption of indebtedness (a "DEBT AGREEMENT") that contains a Change of Control Provision that is consistent in all material respects with the form of Change of Control Provision that then prevailing market practice would require be included in a Debt Agreement for a substantially comparable borrower covering indebtedness substantially similar to that being incurred by the Company pursuant to such Debt Agreement or (ii) granting to any party thereto or holder thereof any right to vote for the election of directors of the Company. The Company agrees that all material agreements, instruments or other commitments that would contain a Change of Control Provision (whether or not approved by or requiring the approval of any Stockholder Party and without regard to the exception in the definition of Change of Control Provision) shall be submitted to the Board of Directors for approval and shall have been approved by the Board of Directors prior to the Company entering into any such agreement. As used herein, a "CHANGE OF CONTROL PROVISION" shall mean any provision which would give rise to any actual or potential (A) event of default under a Debt Agreement or (B) restriction on, requirement of (including, without limitation, any requirement relating to any put right of securityholders), or other adverse effect on the Company or any of its subsidiaries as the result of the happening of a "change of control" of the Company however defined, but including without limitation any provision relating to (i) beneficial ownership by any Person of more or less than a specified percentage of outstanding Common Stockmajority-owned subsidiaries, (ii) a change in the Board of Directors not approved by the previously incumbent directors or (iii) a merger, sale of all or substantially all the Company's assets trustee or other business combinations involving fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, except that(iii) an underwriter temporarily holding securities pursuant to an offering of such securities, in or (iv) a corporation owned, directly or indirectly, by the case stockholders of any Stockholder Party referred to in the first sentence of this Section 5.2, "Change of Control Provision" shall not include a provision as to which such Stockholder Party notifies the Company in writing before substantially the same proportions as their ownership of stock of the Company; or (2) The following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors of the Company; individuals who, on the date hereof; are serving as directors on the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved, or (3) There is consummated a merger or consolidation of the Company enters into or a subsidiary thereof with any agreementother corporation, instrument other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding securities which represent immediately after such merger or consolidation at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation, (or the parent of such surviving entity) or the shareholders of the Company approve a plan of complete liquidation of the Company, or there is consummated the sale or other commitment containing disposition of all or substantially all of the Company's assets. (b) If any of the events described above constituting a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in Paragraph 7(f) hereof upon the termination of your employment during the term of this Letter Agreement unless such provision thattermination is (i) because of your death or disability, (ii) by the Company for Cause, (iii) by you other than for Good Reason, or (iv) on or after the date that you attain age sixty-five (65). In the event your employment with the Company is terminated for any reason prior to the occurrence of a Change in Control, you shall not be entitled to any benefits under this Paragraph 7; provided, however, that if your employment is terminated prior to a Change in Control without Cause at the direction of a person who has entered into an agreement with the Company, the consummation of which will constitute a Change in Control, your employment shall be deemed to have terminated following a Change in Control. Your entitlement to benefits under any of the Company's retirement plans will not adversely affect your rights to receive payments hereunder. (c) Termination by the Company of your employment for "Cause" shall mean termination upon (i) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from termination by you for Good Reason), after a demand for substantial performance is delivered to you that specifically identifies the manner in which the Company believes that you have not substantially performed your duties, and you have failed to resume substantial performance of your duties on a continuous basis within fourteen (14) days of receiving such demand, (ii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise or (iii) your conviction of any felony or conviction of a misdemeanor which impairs your ability substantially to perform your duties with the Company. For purposes of this paragraph, no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the reasonable judgment best interest of such Stockholder Party, such provision would not have a material adverse effect on such Stockholder Party's ability to sell the shares of Common Stock then beneficially owned by such Stockholder PartyCompany.

Change of Control Provisions. So long any Principal Until such time as the ---------------------------- Stockholder Party is the beneficial owner of 10owns less than 30% or more of the then-then outstanding shares of Common Stock, without the prior express written approval consent of such Principal Stockholder Partythe Stockholder, neither the Company nor any subsidiary of the Company shall enter into or otherwise permit itself or any of its properties to become bound by or subject to any material agreement, instrument or other commitment (including, but not limited to joint venture or partnership agreements, contracts with customers, suppliers or labor unions, loan, indemnity or guaranty agreements, indentures, notes, leases or licenses, mortgages and security agreements) (i) containing a Change of Control Provision (as defined below) other than (x) an employment or employee severance agreement or plan or (y) an indenture, loan guaranty, lease or note agreement or other agreement relating to the incurrence or assumption of indebtedness (a "DEBT AGREEMENTDebt Agreement") that contains -------------- a Change of Control Provision that is consistent in all material respects with the form of Change of Control Provision that then prevailing market practice would require be included in a Debt Agreement for a substantially comparable borrower covering indebtedness substantially similar to that being incurred by the Company pursuant to such Debt Agreement or (ii) granting to any party thereto or holder thereof any right to vote for the election of directors of the Company, except for voting rights of the Class A Preferred Stock and (to the extent required by the rules of any United States national securities exchange on which such shares may be admitted for listing or trading) the Class B Preferred Stock. The Company agrees that all material agreements, instruments or other commitments that would contain a Change of Control Provision (whether or not approved by or requiring the approval of any the Stockholder Party and without regard to the exception in the definition of Change of Control Provision) shall be submitted to the Board of Directors for approval and shall have been approved by the Board of Directors prior to the Company entering into any such agreement. As used herein, a "CHANGE OF CONTROL PROVISIONChange of Control Provision" shall mean any provision which --------------------------- would give rise to any actual or potential (A) event of default under a Debt Agreement or (B) restriction on, requirement of (including, without limitation, any requirement relating to any put right of securityholderssecurity holders), or other adverse effect on the Company or any of its subsidiaries as the result of the happening of a "change of control" of the Company however defined, but including without limitation any provision relating to (i) beneficial ownership by any Person of more or less than a specified percentage of outstanding Common Stock, (ii) a change in the Board of Directors not approved by the previously incumbent directors or (iii) a merger, sale of all or substantially all the Company's assets or other business combinations involving the Company or any of its subsidiaries, except that, in the case of any Stockholder Party referred to in the first sentence of this Section 5.2, "that Change of Control Provision" Provision shall not include a provision as to which such the Stockholder Party notifies the Company in writing before the Company enters into any agreement, instrument or other commitment containing such provision that, in the reasonable judgment of such Stockholder Partythe Stockholder, such provision would not have a material adverse effect on such Stockholder Partythe Stockholder's ability to sell the shares of Common Stock then beneficially owned by such Stockholder Partythe Stockholder.