Change in Control of Supplier Sample Clauses

Change in Control of Supplier. Prior to a potential change of control of Supplier and at least ninety
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Change in Control of Supplier a. For the purpose of this Clause, a change in control (“Change in Control”) shall mean theacquisition byathird party of direct or indirect control of Supplier. Athird party shall be deemedto control Supplier if it, directly or indirectly:
Sample 1
Change in Control of Supplier. Parent or Supplier shall ----------------------------- notify GWI not less than ninety (90) days in advance of (i) any proposed transaction involving the acquisition by a party who is, directly or through one or more affiliates, primarily engaged in the development, manufacture or distribution of pharmaceutical products, of more than 50% of the voting securities, on a fully diluted basis, of either Supplier or Parent or (ii) any proposed transaction involving the acquisition by any party on or before June 30, 2000 of more than 50% of the voting securities, on a fully diluted basis, of either Supplier or Parent, other than any transaction permitted by Section 25.6(b) below (either, a "Proposed Change in Control Transaction"), which shall not include the issuance of Class A and Class B Common Stock by Parent as of the Effective Time. Notwithstanding the foregoing, if neither Supplier nor Parent knows or has reason to know of a Proposed Change in Control Transaction at least ninety (90) days prior thereto, then Supplier or Parent shall notify GWI of the Proposed Change in Control Transaction promptly upon Supplier or Parent learning of, or having reason to know of, the Proposed Change in Control Transaction. For 121 a period of sixty (60) days after receipt of a written notice from Supplier or Parent of a Proposed Change in Control Transaction, GWI may elect to terminate this Agreement by providing written notice to Supplier of such election, and any such termination shall be effective not less than six (6) months from the date of the GWI notice of election to terminate. Failure of GWI to notify Supplier of its election to terminate within sixty (60) days of receipt of a written notice from Supplier or Parent of a Proposed Change in Control Transaction will be deemed a waiver by GWI of its right to terminate, but GWI's right to terminate this Agreement with respect to a given Proposed Change in Control Transaction shall be reinstated, if Supplier or Parent provides GWI with a written notice of a Proposed Change in Control Transaction, and such Proposed Change in Control Transaction is not consummated within 180 days of delivery of such notice by Supplier or Parent.
Sample 1
Change in Control of Supplier. Parent or Supplier shall ----------------------------- notify GWI not less than ninety (90) days in advance of (i) any proposed transaction involving the acquisition by a party who is, directly or through one or more affiliates, primarily engaged in the development, manufacture or distribution of pharmaceutical products, of more than 50% of the voting securities, on a fully diluted basis, of either Supplier or Parent or (ii) any proposed transaction involving the acquisition by any party on or before June 30, 2000 of more than 50% of the voting securities, on a fully diluted basis, of either Supplier or Parent, other than any transaction permitted by Section 25.6(b) below (either, a "Proposed Change in Control Transaction"), which shall not include the issuance of Class A and Class B Common Stock by Parent as of the Effective Time. Notwithstanding the foregoing, if neither Supplier nor Parent knows or has reason to know of a Proposed Change in Control Transaction at least ninety (90) days prior thereto, then Supplier or Parent shall notify GWI of the Proposed Change in Control Transaction promptly upon Supplier or Parent learning of, or having reason to know of, the Proposed Change in Control Transaction. For 121
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Related to Change in Control of Supplier

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

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