Change in Control or Management Sample Clauses
A Change in Control or Management clause defines the rights and obligations of the parties if there is a significant shift in ownership or leadership of one of the entities involved in the agreement. Typically, this clause outlines what constitutes a change in control—such as a merger, acquisition, or transfer of a majority of shares—and may grant the other party certain rights, like the ability to terminate the contract or require advance notice. Its core function is to protect parties from unforeseen risks or altered business relationships that could arise if the company they are contracting with undergoes substantial changes in ownership or management structure.
Change in Control or Management. For the purposes of this Agreement, an assignment includes:
(a) a change in the senior management of the Contractor;
(b) a transfer of any shares of the Contractor that results in a change in control of the Contractor and, for the purposes of this subparagraph, "control of the Contractor" means beneficial ownership of more than 40% of its issued shares having voting rights for the election of directors by one person or a group of persons not dealing with each other at arm's length; and
(c) if there are no shares issued in respect of the Contractor, any change in the ownership of the Contractor.
Change in Control or Management. (a) During any period of up to 24 consecutive months, commencing after the date of this Agreement, a majority of the board of directors of the Borrower shall cease to consist of either Continuing Directors or individuals whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group; (b) the occurrence of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Borrower; (c) the occurrence of any consolidation or merger of the Borrower in which the Borrower is not the continuing or surviving corporation or pursuant to which common shares of the Borrower will be converted into cash, securities or other property, or (d) other than pursuant to a transaction permitted by this Agreement, the Borrower shall cease to control, hold or own, directly or indirectly, the voting power or beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of all Voting Interests of any of the other Loan Parties (or other securities convertible into such Voting Interests). “Continuing Directors” means the directors of the Borrower on the Amendment Date and each other director if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors. “Voting Interests” means shares of capital stock issued by a corporation, or equivalent equity interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.
Change in Control or Management. If the Contractor is a corporation or partnership, any event or transaction by which effective management or voting control of the Contractor changes or will change from one person or group of persons to another person or group of persons will be deemed, for the purposes of §11.1, to be an assignment by the Contractor of its rights and interest under this Contract.
Change in Control or Management. No Key Officer of Borrower shall be removed without the prior written consent of Lender, which consent shall not be unreasonably withheld.
Change in Control or Management. There shall be a Change in Control or a Change in Management.
Change in Control or Management. The Borrower should fail to own, in the aggregate, directly or indirectly, 100% of the outstanding equity interests of the Subsidiaries existing on the date hereof.
Change in Control or Management. Should there be a Change in Control or a material change in management as to the Company, the Loans shall be immediately due and payable and until the Loans are paid in full, the Company shall not repay or repurchase any Existing Subordinated Debt.
Change in Control or Management. (a) GTCR shall fail to own and control, free of any Lien, at least 51% of the capital stock of each class of the Company; or (b) 60 days shall have elapsed after ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall have ceased to have substantially the same duties and responsibilities as such individual presently has in connection with the management of the Company and its Subsidiaries and such individual shall not have been replaced by an individual reasonably satisfactory to the Required Lenders.
Change in Control or Management. Any of the following occurs
(a) All or substantially all of the assets of Borrower or any of its Subsidiaries are sold, leased or otherwise disposed of (in a single transaction or in a series of related transactions);
(b) The persons owning equity interests in Borrower as of the day to the Initial Public Offering as described as "prior shareholders" in Schedule 1, or members of their immediate families or trusts for the benefit of members of their immediate families, fail to own, beneficially and of record, and control the power to vote, 35% of the equity securities of Borrower entitled to ordinary voting power during the three year period following the Closing Date, or 30% thereafter; or
(c) Any person or entity or "affiliated group" (other than existing shareholders described on Schedule 1) acquires more than 30% of the equity securities of Borrower entitled to ordinary voting power;
(d) Less than a majority of those persons constituting the board of directors of Borrower as of the Closing Date fail to remain as members of the board of directors of Borrower; or
(e) ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ceases to be actively involved on a full time basis in their current capacities as executive level employees of Borrower at any time and a replacement acceptable to Bank is not appointed (or another plan for replacement which is acceptable to the Bank is not in place) within 90 days.
(f) ▇▇▇▇▇▇▇ ▇▇▇▇ ceases to be actively involved on a full time basis in his current capacity as managing director of HP UK at any time during the two year period following the Closing Date and a replacement acceptable to Bank is not appointed (or another plan for replacement which is acceptable to the Bank is not in place) within 90 days.
Change in Control or Management. Michael R. Welch dies or becomes incapacitated, or his employment wit▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇he Guarantor is terminated for any reason or he fails to participate in the day to day management of Borrower and the Guarantor for more than thirty (30) days in any six (6) months period.