Common use of Mergers and Acquisition Clause in Contracts

Mergers and Acquisition. 4.1. This Article 4 shall apply if during the Term directly or indirectly Client: (i) acquires, merges, or consolidates with or is acquired by, merged, or consolidated into any other entity; or (ii) acquires all or a substantial proportion of the assets of another entity (either of the foregoing an "M&A Event"), and such other entity was at the time of the M&A Event an existing licensee of the Licensed Materials (irrespective of version or whether a SaaS or on-premise model) (a “Relevant Entity”). 4.2. Upon occurrence of an M&A Event, Client shall, subject to Section 4.3 below, be entitled to: (i) permit any Relevant Entity to access and use Licensed Materials subject to the terms of this Agreement; and (ii) use (or permit any of Clients’ Affiliates to use) Licensed Materials on behalf of any such Relevant Entity or the assets of any such Relevant Entity. The agreement and sales orders of the Relevant Entity (the “Entity Terms”) shall remain in full force and effect until they terminate or expire in accordance with such Entity Terms. 4.3. Where 4.2(i) or (ii) above apply, Client shall pay the following based on the total fees invoiced to the Relevant Entity in respect of the 12-month period immediately preceding the M&A Event ("Relevant Entity Fees"): (i) for the first year following the M&A Event, the agreed price for any Licensed Materials used by that Relevant Entity but in any case not less than seventy-five percent (75%) of the Relevant Entity Fees; and (ii) for the second year following the M&A Event, the agreed price for any Licensed Materials used by that Relevant Entity but in any case not less than fifty percent (50%) of the Relevant Entity Fees. By way of example, if the remaining license period under the Entity Terms at the M&A Event is nine (9) months, then fees under the Entity Terms shall remain due for those nine (9) months until the Entity Terms expire; then additionally Client shall pay no less than seventy-five percent (75%) of the Relevant Entity Fees outlined above prorated for three (3) months and then no less than fifty percent (50%) of the Relevant Entity Fees for the next twelve (12) months thereafter. 4.4. In exchange for the fees paid by Client in accordance with Sections 4.3 (i) and (ii) Client shall be entitled to request and obtain for the relevant license period Licensed Materials up to that value calculated using the same product price levels as those agreed in the applicable Client Sales Order under this Agreement.

Mergers and Acquisition. 4.1. This Article 4 shall apply if during the Term directly or indirectly Client: (i) acquires, merges, or consolidates with or is acquired by, merged, or consolidated into any other entity; or (ii) acquires all or a substantial proportion of the assets of another entity (either of the foregoing an "M&A Event"), and such other entity was at the time of the M&A Event an existing licensee of the Licensed Forsta Materials (irrespective of version or whether a SaaS or on-premise model) (a “Relevant Entity”). 4.2. Upon occurrence of an M&A Event, Client shall, subject to Section 4.3 below, be entitled to: (i) permit any Relevant Entity to access and use Licensed Forsta Materials subject to the terms of this Agreement; and (ii) use (or permit any of Clients’ Affiliates to use) Licensed Forsta Materials on behalf of any such Relevant Entity or the assets of any such Relevant Entity. The agreement and sales orders of the Relevant Entity (the “Entity Terms”) shall remain in full force and effect until they terminate or expire in accordance with such Entity Terms. 4.3. Where 4.2(i) or (ii) above apply, Client shall pay the following based on the total fees invoiced to the Relevant Entity in respect of the 12-month period immediately preceding the M&A Event ("Relevant Entity Fees"): (i) for the first year following the M&A Event, the agreed price for any Licensed Forsta Materials used by that Relevant Entity but in any case not less than seventy-five percent (75%) of the Relevant Entity Fees; and (ii) for the second year following the M&A Event, the agreed price for any Licensed Forsta Materials used by that Relevant Entity but in any case not less than fifty percent (50%) of the Relevant Entity Fees. By way of example, if the remaining license period under the Entity Terms at the M&A Event is nine (9) months, then fees under the Entity Terms shall remain due for those nine (9) months until the Entity Terms expire; then additionally Client shall pay no less than seventy-five percent (75%) of the Relevant Entity Fees outlined above prorated for three (3) months and then no less than fifty percent (50%) of the Relevant Entity Fees for the next twelve (12) months thereafter. 4.4. In exchange for the fees paid by Client in accordance with Sections 4.3 (i) and (ii) Client shall be entitled to request and obtain for the relevant license period Licensed Materials up to that value calculated using the same product price levels as those agreed in the applicable Client Sales Order under this Agreement.nine