Consents to change of control Sample Clauses

A "Consents to change of control" clause requires one or more parties to obtain approval from the other party before undergoing a significant change in ownership or management, such as a merger, acquisition, or sale of a controlling interest. In practice, this means that if a company involved in the contract is sold or its controlling shareholders change, the other party must be notified and must agree to the change for the contract to remain in effect. This clause is designed to protect parties from being forced into a contractual relationship with an unknown or undesirable new owner, thereby maintaining stability and trust in the business relationship.
Consents to change of control. (a) The parties acknowledge that the Pushpay Group’s material contracts may contain provisions requiring: (i) the consent of the counterparty to that contract to a change of control, “deemed assignment” or similar that arises under the terms of that contract as a result of the Transaction; (ii) notification of a change of control to a Government Agency; or (iii) a waiver from the counterparty to that contract of any breach or termination or cancellation right which will arise or otherwise be enforceable under the terms of that contract as a result of the Transaction, (each a “Change of Control Consent or Notification”). (b) ▇▇▇▇▇▇▇ and the Bidder will, as soon as practicable after the date of this Agreement, work in good faith to develop both: (i) a list of Change of Control Consent or Notification requirements; and (ii) a proposed course of action to initiate contact with such parties and request that they provide any consents, confirmations or waivers required or appropriate in response to such Change of Control Consent or Notification. (c) Subject to clause 9.6(d), during the Exclusivity Period: (i) Pushpay will, and will procure that each member of the Pushpay Group will, use reasonable endeavours to obtain or make each Change of Control Consent or Notification that the Bidder and Pushpay have identified pursuant to clause 9.6(b) and which the Bidder requests that it obtain or make; (ii) the Bidder must cooperate with and use its reasonable endeavours to assist Pushpay to obtain or make each required Change of Control Consent or Notification (but without contacting any contractual counterparties directly without Pushpay’s consent); (iii) each party must promptly provide to the relevant counterparty all information reasonably required for the purposes of obtaining or making each required Change of Control Consent or Notification, including responding to any reasonable requests for additional information from the relevant counterparty; and (iv) Pushpay will use reasonable endeavours to assist with obtaining the agreed Change of Control Consents and Notifications and will collaborate with the Bidder to introduce it to relevant counterparties to jointly discuss the implications of the Transaction, including Change of Control Consents or Notifications. (d) Nothing in this clause 9.6 will require either party to pay any money or provide any other valuable consideration to or for the benefit of any person or otherwise be contrary to the interests of either pa...
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Consents to change of control. To Seller’s Knowledge, Section 4.22 of the Disclosure Schedule is a complete and accurate list of the Properties and related agreements that require any third-party consents to any change of control of the Company (“Consents”) or preferential rights to purchase in order for the Company to consummate the transactions contemplated by this Agreement.
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Consents to change of control. The Vendor shall use its best efforts to obtain (including the provision of such reasonable assurances and guarantees as may be required), where required, consents of all requisite parties, including, without limitation, the Company, to the change of control as contemplated. The Purchaser will cooperate in obtaining all such consents.
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Consents to change of control. The Vendor shall obtain, prior to the Closing Date, the consents, if any, required by virtue of a change of control of the Company and the Subsidiary pursuant to any Contract to which the Company or the Subsidiary is a party or by which it is bound.
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Consents to change of control. In respect of each contract that MMH and the Consortium agree (acting reasonably) in writing prior to the First Court Date requires a counterparty notification or consent in relation to the change of control of MMH: (a) MMH and the Consortium will agree in good faith a communications plan to notify the relevant counterparty of the change of control of MMH that will occur if the Scheme becomes Effective and request that such counterparty provides any consents required in relation to that change of control; and (b) each party must promptly provide to the relevant counterparty all information reasonably required for the purposes of making any notification or seeking any consent referred to in clause 11.4(a).
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Consents to change of control. In respect of each contract notified to Target in writing: (a) Target and Bidder will agree in good faith a communications plan to notify the relevant counterparty of the change of control of Target that will occur if the Scheme becomes Effective and request that such counterparty provides any consents required in relation to that change of control; and (b) each party must promptly provide to the relevant counterparty all information reasonably required for the purposes of making any notification or seeking any consent referred to in clause 9.4(a).
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Consents to change of control. The Company shall use its best efforts to obtain all third party or governmental consents required (i) by virtue of a change of control of the Company pursuant to any Company Agreement; or (ii) to consummate the Transactions.
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Consents to change of control. The Vendor shall obtain, prior to the Closing, the consents, if any, required by virtue of a change of control of INM pursuant to any Contract to which INM is a party or by which it is bound or required from any Governmental Authorization.
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Consents to change of control. ‌ In respect of each contract that ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ agree (acting reasonably) in writing prior to the First Court Date requires a counterparty notification or consent in relation to the change of control of Arvida or a waiver by a counterparty in respect of pre-emptive rights or other rights that arise as a result of the change of control of Arvida: (a) Arvida and ▇▇▇▇▇▇▇▇▇ will agree in good faith a communications plan to notify the relevant counterparty of the change of control of Arvida that will occur if the Scheme becomes Effective and Arvida will, and will procure that each member of the Arvida Group will, make such notifications to the counterparties and use all reasonable endeavours to obtain (with Stonepeak’s reasonable assistance) the consents or waivers required in relation to the change of control of Arvida; and (b) each party must promptly provide to the relevant counterparty all information reasonably required for the purposes of making any notification or seeking any consent referred to in clause 9.4(a). Nothing in this clause 9.4 will require either party to pay any money or provide any other valuable consideration to or for the benefit of any person or otherwise be contrary to the interests of either party, as the case may be.
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Related to Consents to change of control

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Termination in Connection with a Change of Control If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Assignment; Change of Control 10.3.1 Except as provided in this Section 10.3, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.