Change of Control of Contractor a. The Contractor shall notify the Representative of the Authority at the address given in clause 16.b, as soon as practicable, in writing of any intended, planned or actual change in control of the Contractor. The Contractor shall not be required to submit any notice which is unlawful or is in breach of either any pre- existing non-disclosure agreement or any regulations governing the conduct of the Contractor in the UK or other jurisdictions where the Contractor may be subject to legal sanction arising from issuing such a notice.
b. Each notice of change of control shall be taken to apply to all contracts with the Authority. Notices shall be submitted to: Mergers & Acquisitions Section Strategic Supplier Management Team Spruce 3b # 1301 MOD Xxxxx Xxxx, Bristol, BS34 8JH The Representative of the Authority shall consider the notice of change of control and advise the Contractor in writing of any concerns the Authority may have. Such concerns may include but are not limited to potential threats to national security, the ability of the Authority to comply with its statutory obligations or matters covered by the declarations made by the Contractor prior to Contract Award.
c. The Authority may terminate the Contract by giving written notice to the Contractor within six months of the Authority being notified in accordance with clause 16.
a. The Authority shall act reasonably in exercising its right of termination under this condition.
d. If the Authority exercises its right to terminate in accordance with clause 16.c the Contractor shall be entitled to request the Authority to consider making a payment representing any commitments, liabilities or expenditure incurred by the Contractor in connection with the Contract up to the point of termination. Such commitments, liabilities or expenditure shall be reasonably and properly chargeable by the Contractor and shall otherwise represent an unavoidable loss by the Contractor by reason of the termination of the Contract. Any payment under this clause 16.d must be fully supported by documentary evidence. The decision whether to make such payment shall be at the Authority's sole discretion.
e. Notification by the Contractor of any intended, planned or actual change of control shall not prejudice the existing rights of the Authority or the Contractor under the Contract nor create or imply any rights of either the Contractor or the Authority additional to the Authority's rights set out in this condition.
Change of Control of Contractor. (a) A change of Control of the Contractor will be deemed to be an assignment by the Contractor of its rights and obligations under the Agreement and accordingly, clauses 17.1, 17.2, 17.3, 17.4 and 17.7 shall apply with respect to such change of Control, except where the change of Control occurs because the Parent of the Contractor is included in the official list of the Australian Stock Exchange.
(b) Subject to paragraph (a) above, a change of Control occurs in respect of the Contractor if any person (who did not Control the Contractor on the date of the Agreement) gains Control of the Contractor.
(c) A person will be taken to Control the Contractor 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 Contractor;
(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 Contractor;
(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 Contractor;
(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 Contractor; or
(v) to determine the outcome of decisions about the Contractor’s financial and operating policies.
Change of Control of Contractor.
a. The Contractor shall inform the Mergers & Acquisitions section, Supplier Relations Team, Poplar Level 1 #2119, MOD Xxxxx Xxxx, Xxxxx Xxxxxxx XX00 0XX, as soon as practicable if the Contractor will potentially undergo a material change of Control. The Contractor shall not be required to submit any advice which is unlawful or is in breach of either any pre-existing non- disclosure agreement or any regulations governing the change of Control of the Contractor in the UK or other jurisdictions. The Authority’s Representative shall consider the potential change of Control and advise the Contractor in writing of any concerns that the Authority may have.
b. The Authority may terminate the Contract by giving written notice to the Contractor within six (6) months of the Authority being notified or becoming aware that the Contractor has undergone a change of Control where the Contractor has either failed to inform the Authority in accordance with clause A18.a or has been unable or unwilling to address the Authority’s concerns to the Authority’s satisfaction.
c. If the Authority exercises its right to terminate in accordance with clause F6.a.
Change of Control of Contractor. (a) A change of Control of the Contractor will be deemed to be an assignment by the Contractor of its rights and obligations under the Agreement and accordingly, clauses 15.1, 15.2, 15.3, 15.4 and 15.7 shall apply with respect to such change of Control, except where the change of Control occurs because the Parent of the Contractor is included in the official list of the Australian Stock Exchange.
(b) Subject to paragraph (a) above, a change of Control occurs in respect of the Contractor if any person (who did not Control the Contractor on the date of the Agreement) gains Control of the Contractor.
Change of Control of Contractor. The Contractor shall inform the Council as soon as reasonably practicable and, in any event, twenty (20) Business Days prior to any proposed Change in Control of the Contractor.
Change of Control of Contractor. The Contractor shall inform the Mergers & Acquisitions section, Supplier Relations Team, Poplar Xxxxx 0 # 0000, XXX Xxxxx Xxxx South, Bristol BS34 8JH as soon as practicable of any intended, planned or actual change of Control. The Contractor shall not be required to submit any notice which is unlawful or is in breach of either any pre-existing non-disclosure agreement or any regulations governing the change of Control of the Contractor in the UK or other jurisdictions. The Authority’s Representative shall consider the potential change of Control and advise the Contractor in writing of any concerns that the Authority may have. Such concerns may include but are not limited to potential threats to national security, the ability of the Authority to comply with its statutory obligations or matters covered by the declarations made by the Contractor prior to Contract Award.
Change of Control of Contractor a. The Contractor shall inform the Mergers & Acquisitions section, Supplier Relations Team, Poplar Level 1 #2119, MOD Xxxxx Xxxx, Xxxxx Xxxxxxx XX00 0XX, as soon as practicable of any intended, planned or actual change of Control. The Contractor shall not be required to submit any notice which is unlawful or is in breach of either any pre-existing non-disclosure agreement or any regulations governing the change of Control of the Contractor in the UK or other jurisdictions. The Authority’s Representative shall consider the potential change of Control and advise the Contractor in writing of any concerns that the Authority may have.
b. Each notice of change of Control shall be taken to apply to all Contracts with the Authority.
c. The Authority may, acting reasonably, terminate the Contract by giving written notice to the Contractor within six (6) months of the Authority being notified or becoming aware that the Contractor has undergone a change of Control where the Contractor has failed to address the Authority’s concerns to the Authority’s satisfaction in accordance with clause A18.a above, or has failed to supply or withheld the information required under clause A18.a above.
d. If the Authority exercises its right to terminate in accordance with clause F6.a.
Change of Control of Contractor. The Contractor shall notify the Representative of the Authority at the address given in clause 16.b, as soon as practicable, in writing of any intended, planned or actual change in control of the Contractor. The Contractor shall not be required to submit any notice which is unlawful or is in breach of either any pre-existing non-disclosure agreement or any regulations governing the conduct of the Contractor in the UK or other jurisdictions where the Contractor may be subject to legal sanction arising from issuing such a notice. Each notice of change of control shall be taken to apply to all contracts with the Authority. Notices shall be submitted to: Mergers & Acquisitions Section Strategic Supplier Management Team Poplar 1 # 2119 XXX Xxxxx Xxxx, Bristol, BS34 8JH The Representative of the Authority shall consider the notice of change of control and advise the Contractor in writing of any concerns the Authority may have. Such concerns may include but are not limited to potential threats to national security, the ability of the Authority to comply with its statutory obligations or matters covered by the declarations made by the Contractor prior to Contract Award.
Change of Control of Contractor a. The Contractor shall notify the Representative of the Authority in writing at the address given in clause 15.c
(1) as soon as practicable of any intended, planned or actual change in control of the Contractor and/or their First-Tier Sub-contractor; and
(2) Immediately on the Contractor being aware of any actual change of control of any Lower-Tier Sub-Contractor.
b. The Contractor shall include in any such notification any concerns the Contractor may have with the change of control. Such concerns may include but are not limited to potential threats to national security and security of supply. The Contractor shall not be required to submit any notice which is unlawful or is in breach of either any pre-existing non-disclosure agreement or any regulations governing the conduct of the Contractor in the UK or other jurisdictions where the Contractor may be subject to legal sanction arising from issuing such a notice.
c. Each notice of change of control shall be taken to apply to all contracts with the Authority. Notices shall be submitted to: Mergers & Acquisitions Section Strategic Supplier Management Team Spruce 3b # 1301 MOD Xxxxx Xxxx, Xxxxxxx, XX00 0XX and emailed to: XxxXxxxxxXXX-XxxxxxxxxxXxx@xxx.xxx.xx
d. The Representative of the Authority shall consider the notice of change of control and advise the Contractor in writing of any concerns the Authority may have. Such concerns may include but are not limited to potential threats to national security, the ability of the Authority to comply with its statutory obligations or matters covered by the declarations made by the Contractor prior to contract award. The Contractor shall be required to submit a response to the concerns raised by the Authority, including any plans to mitigate those concerns, within 14 calendar days (or as agreed by the parties) of receipt of the Authority’s written concerns, for the Authority’s consideration.
e. To the extent that the Authority considers that it is reasonable to do so, the Authority shall work with the Contractor to seek to resolve the Authority’s concerns. The Contractor agrees to answer the Authority’s questions or requests for clarification promptly.
f. Where the Authority considers, in its absolute discretion, that the risk may be appropriately mitigated, the Contractor shall implement any agreed mitigations promptly and, in any case, within the timescales required by the Authority. Where the Contractor fails to do so, clause 15.g. shall apply.
g. The Authority ...
