Change in Control of Supplier. Prior to a potential change of control of Supplier and at least ninety
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:
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.
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
