Common use of TERMINATION ON TRANSFER OF CONTROL OF INNOFONE Clause in Contracts

TERMINATION ON TRANSFER OF CONTROL OF INNOFONE. During the Term of this Agreement, Innofone shall give CIBC prior notice of any planned or proposed sale of the majority of the common shares in the capital of Innofone. Notice must be given at least ninety (90) Business Days prior to the closing date for such sale. No later than sixty (60) Business Days after receipt of such notice, CIBC may, at its option, elect to terminate this Agreement effective on a date to be selected by CIBC (but which will not be earlier than the closing date for such sale) if CIBC determines (acting reasonably) that: (a) such acquisition of control could result in Innofone no longer being able to ensure service excellence in the delivery of the Program or could otherwise have a material adverse effect on Innofone's ability to fulfil its obligations hereunder; or (b) such acquisition of control could pose a competitive threat to CIBC, in that such shares are to be acquired by a competitor of CIBC, by an Affiliate of CIBC or by a provider of financial products or services to Canadians or an Affiliate or agent thereof. CONFIDENTIAL - DO NOT DISCLOSE CIBC acknowledges that Innofone has granted ▇▇▇▇▇▇ AT&T Wireless a first right to acquire control of Innofone, however, any acquisition of control of Innofone by ▇▇▇▇▇▇ AT&T Wireless will be subject to the terms of this Agreement.