Common use of Change of Control of Contractor Clause in Contracts

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) A change of Control of the Contractor will be deemed to be an assignment by the Contractor of its rights and obligations under the this Agreement and accordingly, clauses 17.114.1, 17.214.2, 17.3, 17.4 14.3 and 17.7 14.6 shall apply with respect to such change of Control, except where the change of Control occurs because the Parent parent of the Contractor is included in the official list of the Australian Stock Exchange. (b) Subject to paragraph (a) aboveclause 14.5(a), a change of Control occurs in respect of the Contractor if any person (who did not Control the Contractor on the date of the this 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. (d) This clause 14.5 shall have no application and shall not be deemed to be part of this Agreement if the Contractor is not a company.