Why include a change of control clause?
If the agreement includes a minimum product purchase requirement for a significant period of time, a change-of-control provision may ensure that a party would not have to meet this commitment.
What is a change of control clause employment contract?
In employment contracts, a change of control clause entitles the employee to a specified payment or enhanced notice period if their employer is taken over and the takeover results in dismissal by their employer or a material reduction in the employee’s responsibilities leading to constructive dismissal within a …
What triggers a change in control?
Not all change of control provisions are triggered by the same action. For example, a change of control may be triggered by a sale of more than 50% of a party’s stock, a sale of substantially all the assets of a party or a change in most of the board members of a party.
What is a change in control of a company?
In finance, a Change of Control occurs when there is a material change in the ownership of a company. The exact criteria that determine such a change can vary and are defined by law and through contractual agreements. A change of control clause is often included in creditor pacts.
What does change in control mean?
A change in control often occurs in a corporate context. The precise definition varies by jurisdiction and entity. Typically, it refers to a transfer of ownership in which a new person or entity obtains a fifty percent or greater ownership interest.
What is a change in control severance agreement?
Change in Control Severance Agreement means a written agreement entered into and in effect between Participant, on the one hand, and the Company, on the other hand, providing for certain severance benefits to be paid to the employee upon the occurrence of, or following, a Change in Control.
Is a change in control an assignment?
The general rule is that change of control of a corporate entity is not an assignment by operation of law, and therefore does not violate a basic anti-assignment provision.
What is a change in control transaction?
Change of Control Transaction means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for …
Does a change in control trigger an assignment?
What is a change in control payment?
Change of Control Payments means any payment (including any benefit or transfer of property) in the nature of compensation, to or for the benefit of the Executive under any arrangement which is partially or entirely contingent on a Change of Control, or is deemed to be contingent on a change of control or ownership of …
What is the definition of change of control?
The change of control, or acquisition, of an entity is defined as: Any change in the entity ownership occurring when any person or company, directly or indirectly, becomes the beneficial owner of voting equity shares of the entity (to the extent of more than 50 percent of the voting shares) or the rights to acquire such shares;
What does change of control mean?
The change of control, or acquisition, of an entity is defined as: Any change in the entity ownership occurring when any person or company, directly or indirectly, becomes the beneficial owner of voting equity shares of the entity (to the extent of more than 50 percent of the voting shares) or the rights to acquire such shares; Any direct or indirect sale or transfer of substantially all of the assets of the entity;
What is the effect of the “changes” clause?
The Changes clause allows the Government contracting officer to make changes within the general scope of the contract. These changes generally may involve changes in the Government-furnished specifications, method of shipment or packing, place of delivery, or time of performance.
What is change of condition clause?
– (1) In the specifications (including drawings and designs); – (2) In the method or manner of performance of the work; – (3) In the Government-furnished property or services; or – (4) Directing acceleration in the performance of the work.