Common use of Consents to change of control Clause in Contracts

Consents to change of control. (a) The parties acknowledge that the Pushpay Group’s material contracts may contain provisions requiring: (i) the consent of the counterparty to that contract to a change of control, “deemed assignment” or similar that arises under the terms of that contract as a result of the Transaction; (ii) notification of a change of control to a Government Agency; or (iii) a waiver from the counterparty to that contract of any breach or termination or cancellation right which will arise or otherwise be enforceable under the terms of that contract as a result of the Transaction, (each a “Change of Control Consent or Notification”). (b) Xxxxxxx and the Bidder will, as soon as practicable after the date of this Agreement, work in good faith to develop both: (i) a list of Change of Control Consent or Notification requirements; and (ii) a proposed course of action to initiate contact with such parties and request that they provide any consents, confirmations or waivers required or appropriate in response to such Change of Control Consent or Notification. (c) Subject to clause 9.6(d), during the Exclusivity Period: (i) Pushpay will, and will procure that each member of the Pushpay Group will, use reasonable endeavours to obtain or make each Change of Control Consent or Notification that the Bidder and Pushpay have identified pursuant to clause 9.6(b) and which the Bidder requests that it obtain or make; (ii) the Bidder must cooperate with and use its reasonable endeavours to assist Pushpay to obtain or make each required Change of Control Consent or Notification (but without contacting any contractual counterparties directly without Pushpay’s consent); (iii) each party must promptly provide to the relevant counterparty all information reasonably required for the purposes of obtaining or making each required Change of Control Consent or Notification, including responding to any reasonable requests for additional information from the relevant counterparty; and (iv) Pushpay will use reasonable endeavours to assist with obtaining the agreed Change of Control Consents and Notifications and will collaborate with the Bidder to introduce it to relevant counterparties to jointly discuss the implications of the Transaction, including Change of Control Consents or Notifications. (d) Nothing in this clause 9.6 will require either party to pay any money or provide any other valuable consideration to or for the benefit of any person or otherwise be contrary to the interests of either party, as the case may be. (e) The parties agree that: (i) the Scheme is not conditional on Pushpay making or obtaining any required Change of Control Consents or Notifications; (ii) the implementation of the Scheme will not be delayed if all or any required Change of Control Consents or Notifications have not been obtained or issued on or before the Implementation Date; and (iii) without limiting the Bidder’s right to terminate for a Material Adverse Change under clause 16.12, failure by a member of the Pushpay Group to obtain any Change of Control Consent or Notification or any other third party consent or confirmation in connection with the Scheme, or the exercise by a contractual counterparty of a termination right or any other contractual rights in connection with the Scheme: (A) will not affect the parties’ obligations to implement the Scheme; (B) will not, in and of itself, constitute a breach of this Agreement by Xxxxxxx; and (C) together with any consequences that arise, will be disregarded when assessing the operation of any other provision of this Agreement.

Consents to change of control. (a) The parties acknowledge that the Pushpay Target Group’s material contracts (including any joint venture agreement, partnership agreement or similar) may contain provisions requiring: (i) the consent of the counterparty to that contract to a change of control, “deemed assignment” assignment or similar that arises under the terms of that contract as a result of the Transaction; (ii) notification of a change of control to a Government Agency; or (iii) a waiver from the counterparty to that contract of any pre-emptive rights, breach or termination or cancellation right which will may arise or otherwise be enforceable under the terms of that contract as a result of the Transaction, (each a “Change of Control Consent or Notification”). (b) Xxxxxxx and the Bidder will, as soon as practicable after the date of this Agreement, work in good faith to develop both: (i) a list of Change of Control Consent or Notification requirements; and (ii) a proposed course of action to initiate contact with such parties and request that they provide any consents, confirmations or waivers required or appropriate in response to such Change of Control Consent or Notification. (c) Subject to clause 9.6(d9.10(c), during the Exclusivity Period: (i) Pushpay the Target will, and will procure that each member of the Pushpay Target Group will, use reasonable endeavours to obtain or make each Change of Control Consent or Notification that the Bidder (with the Target’s reasonable assistance) identifies and Pushpay have identified pursuant to clause 9.6(b) and which the Bidder requests that it the Target obtain or make;; and (ii) the Bidder must cooperate with and use its reasonable endeavours to assist Pushpay the Target to obtain or make each required Change of Control Consent or Notification (but without contacting any contractual counterparties or Government Agencies directly without Pushpaythe Target’s consent); (iii) each party must promptly provide to the relevant counterparty all information reasonably required for the purposes of obtaining or making each required Change of Control Consent or Notification, including responding to any reasonable requests for additional information from the relevant counterparty; and (iv) Pushpay will use reasonable endeavours to assist with obtaining the agreed Change of Control Consents and Notifications and will collaborate with the Bidder to introduce it to relevant counterparties to jointly discuss the implications of the Transaction, including Change of Control Consents or Notifications. (dc) Nothing in this clause 9.6 9.10 will require either party to pay any money or provide any other valuable consideration to or for the benefit of any person or otherwise be contrary to the interests of either party, as the case may be. (ed) The parties agree that: (i) the Scheme is not conditional on Pushpay the Target making or obtaining any required Change of Control Consents or Notifications; (ii) the implementation of the Scheme will not be delayed if all or any required Change of Control Consents or Notifications have not been obtained or issued on or before the Implementation Date; and (iii) without limiting the Bidder’s right to terminate for a Material Adverse Change under clause 16.12, failure by a member of the Pushpay Target Group to obtain any Change of Control Consent or Notification or any other third party consent or confirmation from any person (other than as required by the NZCC Condition) in connection with the Scheme, or the exercise by a contractual counterparty of a termination right or any other contractual rights in connection with the Scheme: (A) will not affect the parties’ obligations to implement the Scheme; (B) will not, in and of itself, not constitute a breach of this Agreement by Xxxxxxxthe Target; and (C) together with any consequences that arise, will be disregarded when assessing the operation of any other provision of this Agreement.

Consents to change of control. (a) The parties acknowledge that the Pushpay MHM Automation Group’s 's material contracts may contain provisions requiring: (i) the consent of the counterparty to that contract to a change of control, “"deemed assignment” " or similar that arises under the terms of that contract as a result of the Transaction; (ii) notification of a change of control to a Government Agency; or (iiiii) a waiver from the counterparty to that contract of any breach or termination or cancellation right which will arise or otherwise be enforceable under the terms of that contract as a result of the Transaction, (each a “Change of Control Consent or Notification”Consent). (b) Xxxxxxx and the Bidder will, as soon as practicable after the date of this Agreement, work in good faith Subject to develop both:clause 9.4(c): (i) a list of Change of Control Consent or Notification requirements; and (ii) a proposed course of action to initiate contact with such parties and request that they provide any consents, confirmations or waivers required or appropriate in response to such Change of Control Consent or Notification. (c) Subject to clause 9.6(d), during the Exclusivity Period: (i) Pushpay Company will, and will procure that each member of the Pushpay MHM Automation Group will, use reasonable endeavours to obtain or make each Change of Control Consent or Notification that the Bidder Acquirer identifies and Pushpay have identified pursuant to clause 9.6(b) and which the Bidder requests that it obtain or make;obtain; and (ii) the Bidder Acquirer must cooperate with and use its reasonable endeavours to assist Pushpay the Company to obtain or make each required Change of Control Consent or Notification (but without contacting any contractual counterparties directly without Pushpay’s the Company's consent); (iii) each party must promptly provide to the relevant counterparty all information reasonably required for the purposes of obtaining or making each required Change of Control Consent or Notification, including responding to any reasonable requests for additional information from the relevant counterparty; and (iv) Pushpay will use reasonable endeavours to assist with obtaining the agreed Change of Control Consents and Notifications and will collaborate with the Bidder to introduce it to relevant counterparties to jointly discuss the implications of the Transaction, including Change of Control Consents or Notifications. (dc) Nothing in this clause 9.6 9.4 will require either party to pay any money or provide any other valuable consideration to or for the benefit of any person or otherwise be contrary to the interests of either party, as the case may be. (ed) The parties agree that: (i) the Scheme is not conditional on Pushpay the Company making or obtaining any required Change of Control Consents or NotificationsConsents; (ii) the implementation of the Scheme will not be delayed if all or any required Change of Control Consents or Notifications have not been obtained or issued on or before the Implementation Date; and (iii) without limiting the Bidder’s right to terminate for a Material Adverse Change under clause 16.12, failure by a member of the Pushpay MHM Automation Group to make or obtain any Change of Control Consent or Notification or any other third party consent or confirmation in connection with the Scheme, or the exercise by a contractual counterparty of a termination right or any other contractual rights in connection with the Scheme: (A1) will not affect the parties’ ' obligations to implement the Scheme; (B2) will not, in and of itself, not constitute a breach of this Agreement agreement by Xxxxxxxthe Company; and (C3) together with any consequences that arise, will be disregarded when assessing the operation of any other provision of this Agreementagreement.