Change in Control of Buyer. Buyer shall notify Seller prior to any sale or transfer of all or a controlling interest in Buyer no less than thirty (30) Days prior to such event. If Seller believes that such change in control may materially prejudice Seller, then Seller may terminate this Contract pursuant to Article 6.
Change in Control of Buyer. Notwithstanding anything to the contrary, if a Calculation Period has not ended as of the time of a Change in Control of Buyer, any potential Contingent Payments related to such Calculation Period (and any subsequent Calculation Period) shall be deemed to be fully achieved, and shall be due and payable in full, in connection with the consummation of such Change in Control of Buyer.
Change in Control of Buyer. This Section 8.2 applies if BUYER is a corporation, limited liability company, or partnership. Any sale, conveyance, alienation, transfer or other change of interest in or title to or beneficial ownership of any voting stock of BUYER (or securities convertible into voting stock of BUYER) or other voting, profit, capital or partnership interest of BUYER, which results in a change in the control of BUYER, whether voluntarily or by operation of law, merger or other corporate proceedings, or otherwise, shall be construed as an assignment of BUYER’s rights under this agreement. A change in the control of BUYER shall be deemed to occur whenever a party gains the ability to influence the business and affairs of BUYER directly or indirectly. A party who owns 25 percent or more of the voting stock of BUYER (or securities convertible into such voting stock) or other voting, profit, capital or partnership interest of BUYER, shall be deemed to have such ability. In the case of a limited partnership, a party who owns 25 percent or more of the general partner interest in the limited partnership shall also be deemed to have such ability. Thus, for example, any of the following would constitute an assignment of BUYER’s rights under this agreement and require SELLER’s prior written consent:
Change in Control of Buyer. If, prior to the expiration of the Post-Closing Period, Buyer (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or the stockholders of Buyer shall not continue to own a majority of the voting power of such continuing or surviving corporation or its parent entity, (ii) shall transfer all or substantially all of its properties and assets to any Person, or (iii) shall transfer all or substantially all of the equity interests or properties and assets of the Company to any Person (each a “Company Business Sale”), then, and in each such case, Buyer shall: ensure that (A) the successor assumes all of the obligations of Buyer under this Annex A and (B) such successor is publicly-traded (provided that such requirement to be publicly-traded shall not apply in the case of a Company Business Sale of the type described in clause (i) of the definition thereof) and creditworthy and that its financial condition does not materially disadvantage the Seller or materially impair its ability to make any cash, stock or stock option payments (or in the case of a Company Business Sale of the type described in clause (i) of the definition thereof, payments of equivalent value) required under this Annex A when due.
Change in Control of Buyer. If, during the term of this Agreement, Buyer shall propose to engage in a Buyer Change in Control (as defined below) transaction, then Buyer shall notify Supplier in writing of such proposed Buyer Change in Control promptly (and in any case, prior to the consummation of such Buyer Change in Control). Upon such Buyer Change in Control, (i) if the acquiror in such Buyer Change in Control engages in a Restricted Business, then Supplier may terminate this Agreement as of the date of such Buyer Change in Control, or (ii) if the acquiror does not engage in a Restricted Business, or if the acquiror engages in a Restricted Business but Supplier elects not to exercise its right to terminate this Agreement under subpart (i) above, then this Agreement shall be assigned by Buyer to the acquiror in the Buyer Change in Control transaction. Upon such assignment, the acquiror must agree in writing (a copy of which is delivered to Supplier prior to the consummation of such Buyer Change in Control) to assume this Agreement and to be bound by the terms of this Agreement. For purposes of this Agreement, “Change in Control” means the sale of all or substantially all of a target’s assets to any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (a “Person”), other than an affiliate, (ii) any reorganization, merger, consolidation or similar transaction which would result in the transfer of more than fifty percent (50%) of all voting equity securities of a target immediately prior to such transaction to a Person other than an affiliate, or (iii) a sale or issuance of more than fifty percent (50%) of all voting securities of a target to a Person other than an affiliate. For purposes of this Agreement, “Buyer Change in Control” means a Change in Control transaction in which Buyer is the target. For purposes of this Agreement, “Restricted Business” means (i) the business of manufacturing and internally producing polyvinyl chloride compounds, or (ii) the business of manufacturing and internally producing polyvinyl chloride resins.
