The hub concept in the Clause Samples
The hub concept in the airline industry
Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Control of Other Party’s Business Nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent's operations prior to the Effective Time. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company's operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.
Conduct of Business in Ordinary Course Since the Balance Sheet Date, except as described in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.
Reporting of Abuse, Neglect, or Exploitation Consistent with provisions of 33 V.S.A. §4913(a) and §6903, Party and any of its agents or employees who, in the performance of services connected with this agreement, (a) is a caregiver or has any other contact with clients and (b) has reasonable cause to believe that a child or vulnerable adult has been abused or neglected as defined in Chapter 49 or abused, neglected, or exploited as defined in Chapter 69 of Title 33 V.S.A. shall: as to children, make a report containing the information required by 33 V.S.A. §4914 to the Commissioner of the Department for Children and Families within 24 hours; or, as to a vulnerable adult, make a report containing the information required by 33 V.S.A. §6904 to the Division of Licensing and Protection at the Department of Disabilities, Aging, and Independent Living within 48 hours. Party will ensure that its agents or employees receive training on the reporting of abuse or neglect to children and abuse, neglect or exploitation of vulnerable adults.