Common use of Termination on Change in Control Clause in Contracts

Termination on Change in Control. The Authority may (subject to Clause 14.14) at any time (subject to Clause 14.16) by notice in writing terminate this Framework Agreement where there is a change of control (where “control” has the same meaning as set out in section 1124 of the Corporation Tax Act 2010) in the Supplier, the Parent Company or any Alternative Guarantor. In exercising its right to terminate, the Authority shall take into account whether: the proposed new owner has been convicted of a criminal offence relating to the conduct of its business or profession; the proposed new owner has committed an act of grave misconduct in the course of its business or profession; the proposed new owner has failed to comply with any obligations relating to the payment of any taxes or social security contributions; the proposed new owner has made any serious misrepresentations in the tendering process for any project or matter in which the public sector has or had a significant participation; the proposed new owner has failed to obtain any necessary licences or membership of any relevant body; there are reasonable grounds for the Authority to terminate relating to the financial standing of the new owner, any security concerns arising from the new ownership or issues relating to the ability of the new owner to provide the Services and/or the Ancillary Services; there are any other factors it reasonably believes are appropriate to consider, and such termination shall be deemed to be a termination of this Framework Agreement for material default of the Supplier. For the purposes of Clause 14.13, the following shall be disregarded: any change in beneficial or legal ownership of any shares that are listed on a stock exchange resulting in the relevant shareholding being less than or equal to five per cent (5%) of the total issued share capital; and any transfer of shares or of any interest in shares by a person to its Affiliated Companies where such transfer forms part of a bona fide reorganisation or restructuring. The Supplier shall promptly notify the Authority in writing on each occasion of the occurrence of any change in control as referred to in Clause 14.13. The Authority shall be permitted to exercise its rights pursuant to Clause 14.13: in respect of any particular instance of a change of control, no later than six (6) Months after receipt of a notice by the Supplier pursuant to Clause 14.15; and other than where the Authority has agreed in advance in writing to the particular change of control and such change of control takes place as proposed by the Supplier. as a result of a Relevant Change Effect.