Non-Control Transaction Clause Samples
A Non-Control Transaction clause defines situations where a change in ownership or transfer of interests does not result in one party gaining control over another. Typically, this clause clarifies that certain transactions—such as the sale of minority shares or transfers that do not confer decision-making authority—are not considered a 'change of control' under the agreement. Its core function is to prevent routine or minor ownership changes from triggering contractual consequences intended only for significant shifts in control, thereby ensuring stability and predictability in business relationships.
Non-Control Transaction. “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company in which: (i) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 50% of the combined voting power of the voting securities of the corporation or entity resulting from such merger, consolidation or reorganization (the “Surviving Company”) over which any Person has Beneficial Ownership in substantially the same proportion as their Beneficial Ownership of the Voting Securities immediately before such merger, consolidation or reorganization; (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors or equivalent body of the Surviving Company; and (iii) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Company or any Person who, immediately prior to such merger, consolidation or reorganization, had Beneficial Ownership of 50% or more of the then outstanding Voting Securities) has Beneficial Ownership of 50% or more of the combined voting power of the Surviving Company’s then outstanding voting securities.
Non-Control Transaction. A transaction described in clauses (a) and (b) below:
(a) the shareholders of the Employer, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; and
(b) immediately following such merger, consolidation or reorganization, the number of directors on the board of directors of the Surviving Corporation who were members of the Incumbent Board shall at least equal the number of directors who were affiliated with or appointed by the other party to the merger, consolidation or reorganization.
Non-Control Transaction. A transaction described in clauses (a) and (b) below:
(a) the shareholders of the Employer, immediately before such merger, consolidation, or reorganization, own, directly or indirectly, immediately following such merger, consolidation, or reorganization, at least two-thirds of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation, or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, or reorganization, and
(b) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation.
Non-Control Transaction. A "Non-Control Transaction" shall mean a merger, consolidation or reorganization of the Company where: 1.
Non-Control Transaction. The term "Non-Control Transaction" means a transaction described in clauses (i) through (iii) of Section 2.7(c)(1).