Change of Control of Buyer. If, during the Term, Buyer enters into a definitive agreement regarding a Proposed Transaction, then Buyer shall notify Seller in writing within *** business days of such Proposed Transaction. Seller shall have the right (but not the obligation) to terminate the Purchase Option set forth in Section 2.6 by notifying Buyer in writing within *** days after receipt of notice by Buyer of such Proposed Transaction.
Change of Control of Buyer. (a) A change of Control of the Buyer will be deemed to be an assignment by the Buyer of its rights and obligations under this Agreement and accordingly, clauses 14.1 to 14.3 and 14.7 shall apply with respect to such change of Control, except where the change of Control occurs because the Parent of the Buyer is included in the official list of the Australian Stock Exchange.
(b) Subject to clause 14.5(a), a change of Control occurs in respect of the Buyer if any person (who did not Control the Buyer on the date of this Agreement) gains Control of the Buyer.
(c) A person will be taken to Control the Buyer if the first mentioned person, alone or with its Associates, has the power, whether held or exercisable directly or indirectly and by whatever means (and whether or not enforceable at law or in equity):
(i) to exercise or control the exercise of the right to vote attached to not less than 50% of the issued voting shares in the Buyer;
(ii) to dispose of or control the exercise of a right of disposal over not less than 50% of the issued voting shares in the Buyer;
(iii) to appoint or control the exercise of a right to appoint not less than one half of the number of directors to the board of the Buyer;
(iv) to exercise or control the exercise of a right to vote attached to not less than 50% of the votes that may be cast at board meetings of the Buyer; or
(v) to determine the outcome of decisions about the Buyer’s financial and operating policies.
Change of Control of Buyer. Buyer may assign its interests in this Agreement to an Affiliate of Buyer or to any entity that has acquired all or substantially all of Buyer’s assets or business, whether by merger, acquisition or otherwise without Seller’s prior written consent, provided that no fewer than fifteen (15) Business Days before such assignment Buyer (a) notifies Seller of such assignment and (b) provides to Seller a written agreement signed by the Person to which Buyer wishes to assign its interests stating that (i) such Person agrees to assume all of Buyer’s obligations and liabilities under this Agreement and under any consent to assignment and other documents previously entered into by Seller as described in Section 16.2(b) and (ii) such Person has the financial capability to perform all of Buyer’s obligations under this Agreement. In the event that Seller, in good faith, does not agree that Buyer’s assignee has the financial capability to perform all of Buyer’s obligations under this Agreement, then either Buyer must agree to remain financially responsible under this Agreement, or Buyer’s assignee must provide payment security in an amount and form reasonably acceptable to Seller. Any assignment by Buyer, its successors or assigns under this Section 15.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received by Seller.
Change of Control of Buyer. Buyer may assign its interests in this Agreement to an affiliate of the Buyer or to any entity which has acquired all or substantially all of Buyer’s assets or business, whether by merger, acquisition or otherwise without the Seller’s prior written consent. The entity to which Buyer wishes to assign its interests must assume in writing all of the Buyer’s obligations and liabilities under this Agreement in writing prior to such assignment purporting to become effective, and such entity must have the financial capability to perform all of the Buyer’s obligations under this Agreement.
Change of Control of Buyer. A change of more than 51% of the ownership of Buyer from Buyer’s Principals to others or a change of voting control of Buyer from Buyer’s Principals to others.
Change of Control of Buyer. For so long as Seller or any of its Affiliates remains liable as primary obligor or guarantor under any of the Leases, Buyer shall not sell all or substantially all of the assets of the KB Toy Business or the capital stock of the Company and its Subsidiaries (or of any parent company of the Company), whether by merger, consolidation or otherwise, unless (a) the Person acquiring such assets or stock, immediately after giving effect to the proposed transaction, shall have a consolidated net worth of not less than $20,000,000 or (b) the Seller provides its prior written consent to such transaction, which consent shall not be unreasonably withheld or delayed.
Change of Control of Buyer. Subject to Closing taking place, the Buyer hereby covenants to the Seller that its post-Closing obligations under this Agreement will be valid and binding on any of its successors in the event of any Change of Control of the Buyer. For the avoidance of doubt, nothing in this Agreement or this Section shall prejudice or restrict the right of Buyer to effect a Listing Event.
Change of Control of Buyer. In the event of the sale of a controlling interest of Buyer or the business of Buyer, other than through a public offering of stock for which a registration is filed with the applicable regulatory authority, or the assignment or delegation by Buyer of its rights or obligations hereunder, other than to a subsidiary or Affiliate of Buyer, Buyer shall provide immediate notice to Seller and Seller shall have the right to terminate this Agreement within forty-five (45) days after receipt of such notice if Seller reasonably determines that its performance under this Agreement would be materially and adversely affected as a result of such event. Any notice of termination must be in writing and shall give rise to immediate termination of this Agreement unless otherwise stated therein.
Change of Control of Buyer. In the event of any proposed Change of Control of Buyer during the Term, Buyer shall provide prompt written notice thereof to Seller (which written notice shall include a copy or other description in reasonable detail of the terms and conditions of such proposed Change of Control), and Seller shall have (i) the right to terminate this Agreement immediately and/or (ii) a right of first refusal to acquire Buyer on the terms and conditions proposed, including, without limitation, in the event of any sale of assets that includes the Production Assets and/or the Facility, a right of first refusal to acquire all, but not less than all, of the assets included in such sale of assets, on the applicable terms and conditions proposed. Seller agrees to notify Buyer within ten (10) days after receiving Buyer’s written notice as to whether Seller will exercise such right of first refusal. For purposes of this Section 15.2, “Change of Control” means, with respect to Buyer, (i) the sale or other disposition of the Production Assets, the Facility, and/or other assets required for Buyer to perform its material obligations under this Agreement, whether pursuant to a single transaction or a series of transactions, (ii) the acquisition by any person of beneficial ownership of securities of Buyer representing fifty percent (50%) or more of the then issued equity securities of Buyer, or (iii) the merger or consolidation of Buyer with or into any other entity or a merger of any other entity with and into Buyer, as a result of which the security holders of Buyer prior to any such merger or consolidation would cease to be the beneficial owners, directly or indirectly, of securities of Buyer or the surviving entity representing more than fifty percent (50%) of the then issued and outstanding equity securities of Buyer or the surviving entity.
Change of Control of Buyer. In the event of a Change of Control of Buyer which is consummated prior to the forty-fifth day following the last day of the final Earnout Period during the Earnout Term, Buyer shall, at its sole election, either (A) cause the Third Party acquirer of Buyer in such Change of Control transaction to assume all of Buyer’s obligations under this Agreement in respect of any then unearned portion of the Earnout for the duration of the Earnout Period, substituting Buyer’s common stock with common stock of such Third Party acquirer in respect of any Earnout payment due thereafter, provided that the amount of such Third Party common stock due in respect of the Earnout shall be calculated based on the valuation of Buyer used for purposes of determining the consideration payable to Buyer or its shareholders in connection with such Change of Control transaction, or (B) notwithstanding any provision of this Section 2.3 to the contrary, cause any portion of the Earnout which was not previously issued or earned, to be issued to the Seller Stockholders in the form of Buyer’s common stock immediately prior to the consummation of such Change of Control, valued at the Spindle Average Price as of the date immediately preceding the closing date of such Change of Control transaction. “Change of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) Buyer and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of Buyer immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their ownership of the outstanding voting securities Buyer immediately prior to such transaction; or (ii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Buyer and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated asset...
