Change in Control or Ownership a. Each of the Parties shall notify the other Party as soon as it learns of any change in its ownership or control. If the Party receiving such notices objects to the change in ownership or control, that Party shall have the unilateral right to terminate this Agreement in accordance with Article 15 paragraph A. In the event of any such termination, the Party subject to the change in ownership or control agrees to render full cooperation to the other Party in order to minimize disruption to that Party’s contract effort. In lieu of termination, the Party receiving the notice may require the Party subject to the change in ownership or control to provide adequate assurance of performance of the Agreement and institute special controls, including but not limited to, special controls regarding the protection of proprietary information of the Party receiving the notice.
Change in Control or Ownership. (x) Xxxxxxx xx the further terms and provisions of this Paragraph 10, the Plan shall automatically terminate on the date that a Change in Control or Ownership shall occur, without necessity of any action by the Board of Directors of NPB.
(b) If a Change in Control or Ownership shall occur, each Participant's Individual Mandatory Deferral Account shall be credited, as of the day immediately preceding the date on which such Change in Control or Ownership occurred, with additional amounts as follows: An amount equal to each Plan Year Balance shall be credited by the Employer to such Participant's Individual Mandatory Deferral Account (such additional amounts are referred to herein as "Change in Control Matching Contributions").
(c) If a Change in Control or Ownership shall occur, the Employer shall pay each Participant a cash amount equal to the total amounts credited, as of the date such Change in Control or Ownership occurred, to (i) such Participant's Individual Mandatory Deferral Account (including all Change in Control Matching Contributions made pursuant to subparagraph (b) hereof) and (ii) such Participant's Individual Tax Deferral Account, if any. The Employer shall pay such total amounts to the Participants within thirty (30) days of the termination of the Plan (as provided in subparagraph (a) hereof).
Change in Control or Ownership. Agent shall provide the Company with fifteen (15) days written notice of said Agent’s intent to sell their agency. Upon change in control of the Agency for which the Agent works, whether a single transaction or a series of transactions, this Agreement shall immediately terminate and the Company shall retain the right to examine and evaluate a new Agency Company Agreement with the Agent. A change in control shall include, but not limited to, (i) if the Agency is a corporation, a sale or transfer of a majority of the issued and outstanding stock of the Agent; (ii) if the Agency is a proprietorship or partnership; (iii) a sale of the Agency assets used in the Agent’s insurance business; (iv) a sale of the Agent’s insurance business; or (v) a sale of all or a portion of the Agency’s insurance book.
Change in Control or Ownership. (a) Any direct or indirect change in control or the transfer of a direct or indirect controlling interest in the beneficial ownership of Contractor shall constitute a Default under this Agreement unless County consents in writing to such transfer. Such change or transfer shall include, but is not limited to, the transfer or assignment of 25 percent or more of the beneficial ownership of Contractor to or from a single entity.
(b) Any merger or consolidation by Contractor with any other nationally recognized solid waste disposal company shall require prior written consent of County. Failure by Contractor to obtain County’s prior written consent shall constitute a Default under this Agreement.
(c) Notwithstanding the foregoing, County may, at its sole discretion and at Contractor's sole expense (including but not limited to County's attorneys fees, if any), determine that new ownership of Contractor can adequately and faithfully render the service called for in this Agreement for the remaining term of this Agreement. Thereupon, County may elect to execute a novation, allowing new ownership of Contractor to assume the rights and duties of this Agreement and releasing the previous ownership of all obligations and liability. The new ownership shall then be solely liable for any work and/or claims related to this Agreement.
Change in Control or Ownership. Any direct or indirect change in control or the transfer of a direct or indirect controlling Interest in the beneficial ownership of the Company shall constitute a Company Event of Default under the terms of the Agreement, unless the County consents in writing to that transfer in accordance with Section 17.0, which consent shall not be unreasonably withheld. The "change in control" or "transfer of a direct or indirect Controlling Interest" of Company shall include but is not limited to the transfer or assignment of fifty-one percent (51 %) or more of the beneficial ownership of Company to or from a single entity; however, intra-company transfers in the form of transfers between different subsidiaries or branches of the Company shall not be construed as a "change in Control" or "the transfer of a Controlling Interest" of the Company.
Change in Control or Ownership. During the term of the Purchase Order, Seller will not have the right to engage in a transaction or in a series of related transactions in which fifty percent (50%) or more of the voting power of Seller is disposed of, or the consolidation, merger, or other business combination with or into a third party, without the prior written consent of Buyer.
Change in Control or Ownership. There shall occur any Change in Control or Ownership.
Change in Control or Ownership. Any change in control or the transfer of a controlling interest in the beneficial ownership of the Contractor shall constitute a default under the terms of this Contract, unless the County consents to that transfer. ''The transfer of a controlling interest of Contractor" shall include, but is not limited to, the transfer or assignment of ten percent (10%) or more of the beneficial ownership of Contractor to or from a single entity, unless the County consents to that transfer or assignment; however, the following transfers or assignments shall not be construed as "the transfer of a controlling interest of Contractor:”
(a) intra-company transfers in the form of transfers between different subsidiaries or branches of the Contractor's parent corporation, or (b) if the Contractor, or its parent corporation, is a closely held corporation, transfers or assignments between individuals who own, in whole or in part, the parent or any subsidiary including transfers or assignments between or to (i) the individuals who own, in whole or in part, the parent or any subsidiary, (ii) the spouses, surviving spouses and linear descendants (including adopted children) of the persons described in (b)(l), above, (iii) a trust, corporation, partnership or other entity owned by the persons described in (b)(l), above, and (iv) a corporate trustee designated to act in a fiduciary capacity for the estate or trust of any person described in (b)(1), above. Notwithstanding the foregoing, the County may in its sole discretion determine that new ownership can adequately and faithfully render the service called for in this Contract for the remaining term of the Contract, and the County may then elect to execute a novation, allowing new ownership to assume the rights and duties of this Contract and releasing the previous ownership of all obligations and liability. The new ownership would then be solely liable for any work and/or claims related to this Contract.
Change in Control or Ownership. A Change in Control shall occur or the majority ownership or voting control of any Guarantor is directly or indirectly sold, assigned, transferred, encumbered or otherwise conveyed without the prior written consent of the Lender, which consent shall not be unreasonably withheld, except as otherwise permitted hereunder; provided, however, the majority ownership or voting control of one Guarantor may be transferred or conveyed to another Guarantor without the Lender’s prior written consent so long as such transfer or conveyance shall not materially adversely affect any rights or remedies of the Lender under the Financing Documents;
Change in Control or Ownership. 11 Any change in control or the transfer of a controlling interest in the beneficial ownership of 12 the Contractor shall constitute a Class B default under the terms of this Contract, unless the
