Change of Control Clause definition

Change of Control Clause means a clause or other provision included in any agreement, indenture, deed or other instrument, the purpose of which is to (i) create a right or obligation; (ii) result in an event of default or default; or (iii) create any legal consequences of any nature, as a result of a change in the possession of a controlling interest in any Person.
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Change of Control Clause means clause 20 (including all sub-clauses) of the Service Agreement as set out in Schedule 2 of this Deed; and Court means the High Court of Justice of England and Wales;
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Change of Control Clause a provision in a Contract that in case of a Change of Ownership with respect to a contractual party (i) entitles the other contractual party to amend or terminate the Contract, (ii) obliges the contractual party to make any payments (the “Change of Control Payments”) or perform certain actions or (iii) otherwise results in an detrimental alteration of the existing contractual relationship between or relating to the contractual parties.
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Examples of Change of Control Clause in a sentence

  • The provisions of Clause 8.1 (Change of Control), Clause 8.2 (Excess Cash Flow) or Clause 8.3 (Take-Out Financing and Net Cash Proceeds) are subject to the terms of the Intercreditor Agreement.

  • A breach of Clause 4.5 (Waiver of conditions precedent), Clause 20 (Financial Covenants), Clause 21.10 (Ownership) (to the extent such breach is not falling within Clause 7.3 (Change of Control), Clause 21.12 (Title), Clause 22.2 (Maintenance of obligatory insurances), Clause 22.3 (Terms of obligatory insurances) or Clause 22.5 (Renewal of obligatory insurances) occurs.

  • In the event CSM purchases all of the shares in the capital of the Company held by Lucent pursuant to Clause 10(E) (Change of Control), Clause 14(D) (Defaults) or Clause The Company - CSM - Lucent Confidential 51 17(A)(ii) (Early Termination), Lucent shall deliver to CSM a "Ramp Down Notice" (as defined) on or within 45 days prior to the "Change of Control Closing," the "Default Closing" or the "Termination Closing" (as defined).

  • Default and Termination In the event CSM purchases all of the shares in the capital of the Company held by Lucent pursuant to Clause 10(E) (Change of Control), Clause 14(D) (Defaults) or Clause 17(A)(ii) (Early Termination), Lucent shall deliver to CSM a "Ramp Down Notice" (as defined) on or within 45 days prior to the "Change of Control Closing," the "Default Closing" or the "Termination Closing" (as defined).


More Definitions of Change of Control Clause

Change of Control Clause referred to in this subparagraph means a clause which provides that if a third party acquires a controlling stake in the Target Company or any Subsidiary, (a) the validity of the agreement to which the Target Company or any Subsidiary is a party will be affected, (b) the Target Company's or any Subsidiary's representations or covenants under the contracts to which the Target Company or any of its Subsidiaries is a party will be breached, or (c) relevant obligations or liabilities of the Target Company or any Subsidiary under such contracts will be affected.
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Change of Control Clause means a provision in a Material Agreement enabling the other party to terminate such agreement and/or raise any claim and/or require an extension, modification or adjustment of such agreement due to the Signing and/or the Closing.
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Change of Control Clause means provisions in any agreement between a Group Company and a third party pursuant to which such third party has the right to terminate the agreement or change the terms thereof should there be a change of control over the Company. Closing Date shall have the meaning set out in section 8.1.1. Company shall have the meaning set out in section 1.1. Group Companies shall mean the Company and the Subsidiaries jointly, and each such company shall be a Group Company. Intellectual Property Rights shall have the meaning set out in section 9.14.1. Employees shall mean the employees listed in Appendix 9.13.1. to be confirmed prior to closing. Escrow Amount shall mean the Purchase Price. Escrow Account shall mean a general client bank account of the Buyer with the Escrow Operator which shall, in respect of the Escrow Amount (or the balance thereof from time to time) be operated in accordance with the terms of this Agreement and the payment instructions of the Buyer. Escrow Operator shall mean a bank designated by the Buyer. Lease Agreement shall mean the lease agreement attached hereto as Appendix 9.8.9. Loss or Losses shall mean all losses, liability, damages, costs and expenses (including legal costs) resulting from a deviation from any of the Warranties. Management Accounts shall mean the unaudited financial statements of the Company as at the Accounts Date for the period 2017-01-01 – 2017-06-30 attached to this agreement as Appendix 9.5.2. Material Contracts shall mean any agreement to which a Group Company is party and which are material to the business of the Group Companies as currently operated. Orders shall mean orders from customers attached to this agreement as Appendix 9.8.8. to be confirmed prior to closing. Parties shall mean the Sellers and the Buyer jointly and Party shall mean either of them. Purchase shall have the meaning set out in section 4.1. RDW shall mean the Administrative Department (Approval Authority) for the Netherlands. SEK shall mean the lawful currency of the Kingdom of Sweden. Sellers shall have the meaning set out in the introductory paragraph of the Agreement. Seller Affiliate shall mean
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Change of Control Clause means any clause allowing the other party to terminate the contract or ask for an amendment of the contract in case the Buyer acquires the Shares, provided that such contract (i) must be a joint venture agreement or (ii) must provide for an annual volume of more than EUR 500,000 and (iii) does not fall under the scope of Sec. 5.1.4(g);
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Related to Change of Control Clause

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, not being the Main Shareholders (or an Affiliate of the Main Shareholders), acting together, acquire control over the Issuer and where "control" means (a) acquiring or controlling, directly or indirectly, more than 50 per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove all or a majority of the directors of the board of directors of the Issuer.