TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL Sample Clauses

TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL. 41.1 The Authority may terminate the Contract by written notice having immediate effect if: a) the Contractor undergoes a change of control, within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000, impacting adversely and materially on the performance of the Contract; or b) where the Contractor is an individual or a firm, the Contractor or any partner in the firm becomes bankrupt or has a receiving order or administration order made against him; or makes any compromise or arrangement with or for the benefit of his creditors; or appears unable to pay a debt within the meaning of section 268 of the Insolvency Xxx 0000; or any similar event occurs under the law of any other jurisdiction in respect of the Contractor; or c) where the Contractor is a company, the Contractor passes a resolution or the Court makes an order that the Contractor be wound up otherwise than for the purpose of solvent reconstruction or amalgamation; or a receiver, manager or administrator is appointed (whether out of court or otherwise) (or an application or petition is made in respect of the appointment of any of the foregoing) on behalf of a creditor in respect of the Contractor's business or any part of it; or the Contractor is unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 (on the basis that the words “proved to the satisfaction of the court” are deemed omitted from Sections 123(1)(e) and 123(2) of the 0000 Xxx); or any similar event occurs under the law of any other jurisdiction in respect of the Contractor. 41.2 The Authority may only exercise its right under Condition 41.1(a) within 6 Months after a change of control occurs and shall not be permitted to do so where it has agreed in advance to the particular change of control that occurs. The Contractor shall notify the Authority immediately when any change of control occurs.
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TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL. The Service Provider shall notify in writing immediately, and the Purchaser may terminate the Contract with immediate effect by notice, where in respect of the Service Provider:
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TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL. 5.9.1. The Secretariat may terminate the Contract by written notice having immediate effect if: a. the Contractor undergoes a change of control impacting adversely and materially on the performance of the Contract; or b. where the Contractor is an individual or a firm, the Contractor or any partner in the firm becomes bankrupt or has a receiving order or administration order made against them; or makes any compromise or arrangement with or for the benefit of their creditors; or appears unable to pay a debt; or c. where the Contractor is a company, the Contractor passes a resolution, or a Court makes an order, that the Contractor be wound up otherwise than for the purpose of solvent reconstruction or amalgamation; or a receiver, manager or administrator is appointed (whether out of court or otherwise) (or an application or petition is made in respect of the appointment of any of the foregoing) on behalf of a creditor in respect of the Contractor's business or any part of it. 5.9.2. The Secretariat may only exercise its right under Condition 5.9.1(a) within 6 Months after a change of control occurs and shall not be permitted to do so where it has agreed in advance to the particular change of control that occurs. The Contractor shall notify the Secretariat immediately when any change of control occurs.
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TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL. The Authority may terminate the Contract by written notice having immediate effect if:
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TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL. 67.1 The Service Provider shall notify in writing immediately, and the Authority may terminate this Contract in whole or in part with immediate effect by notice, where in respect of the Service Provider: 67.1.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or of any other composition scheme or arrangement with, or assignation for the benefit of, its creditors; or 67.1.2 a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or 67.1.3 a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Xxx 0000; or 67.1.4 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or 67.1.5 an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or 67.1.6 it is or becomes insolvent within the meaning of section 123 of the Insolvency Xxx 0000; or 67.1.7 being a “small company” within the meaning of section 382 of the Companies Xxx 0000, a moratorium comes into force pursuant to schedule A1 to the Insolvency Xxx 0000; or 67.1.8 a debt relief order is entered into; or 67.1.9 any event similar to those listed above occurs under the law of any other jurisdiction. 67.2 The Authority may terminate this Contract in whole or in part by notice with immediate effect within 6 months of: 67.2.1 being notified that a change of Control has occurred in accordance with clause 43 (Change of Control); or 67.2.2 where no such notification has been given, the date that the Authority becomes aware of the change of Control. 67.3 But the Authority may not terminate this Contract under clause 67.2 where approval of the change of Control has been granted by notice by the Authority.
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TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL. 45.1 The Commission may terminate the Contract with immediate effect by notice in writing where: 45.1.1 the Supplier is an individual or a firm and: (a) a petition is presented for the Supplier's bankruptcy; (b) a criminal bankruptcy order is made against the Supplier or any partner in the firm; (c) the Supplier or any partner in the firm makes any composition or arrangement with or for the benefit of creditors; (d) makes any conveyance or assignment for the benefit of creditors; or (e) if an administrator or similar officer is appointed to manage the affairs of the Supplier or of a firm in which the Supplier is a partner; 45.1.2 the Supplier is a body corporate and: (a) the body corporate passes a resolution for winding up or dissolution (otherwise than for the purposes of and followed by an amalgamation or reconstruction); (b) an application is made for, or any meeting of its directors or members resolves to make an application for an administration order in relation to it; (c) any party gives or files notice of intention to appoint an administrator of it or such an administrator is appointed; (d) the court makes a winding-up order; (e) a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986; (f) a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) its creditors; (g) an administrative receiver, receiver, manager, supervisor or similar officer is appointed by a creditor or by the court; or (h) possession is taken of any of its property under the terms of a fixed or floating charge; 45.1.3 the Supplier is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 45.1.4 the Supplier convenes a meeting of its creditors; or 45.1.5 a meeting is convened for the purpose of considering a resolution, or other steps are taken for the winding up of the Supplier (otherwise than for the purpose of an amalgamation or reconstruction) or for the making of an administration order or other appointment of an administrator in respect of the Supplier, or any event analogous to any of the above events in a jurisdiction other than England and Wales. 45.2 The Supplier shall notify the Commission immediately if the Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 ("
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Related to TERMINATION ON INSOLVENCY OR CHANGE OF CONTROL

  • Termination on Insolvency and Change of Control 43.1. The Authority may terminate the Contractor’s interest in the Framework Agreement with immediate effect by notice where in respect of the Contractor: 43.1.1. a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or of any other composition scheme or arrangement with, or assignation for the benefit of, its creditors; 43.1.2. a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); 43.1.3. a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Xxx 0000; 43.1.4. a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; 43.1.5. an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; 43.1.6. it is or becomes insolvent within the meaning of section 123 of the Insolvency Xxx 0000; 43.1.7. being a “small company” within the meaning of section 382 of the Companies Xxx 0000, a moratorium comes into force pursuant to schedule A1 to the Insolvency Xxx 0000; 43.1.8. a debt relief order is entered into; or 43.1.9. any event similar to those listed above occurs under the law of any other jurisdiction. 43.2. The Authority may terminate the Contractor’s interest in the Framework Agreement by notice with immediate effect within 6 months of: 43.2.1. being notified that a change of Control has occurred in accordance with clause 30 (Assignation and Change of Control); or 43.2.2. where no such notification has been given, the date that the Authority becomes aware of the change of control. 43.3. But the Authority may not terminate the Contractor’s interest in the Framework Agreement under clause 43.2 where approval of the change of control has been granted by notice by the Authority.

  • H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor:

  • Termination on Insolvency The Authority may terminate this Framework Agreement by issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs.

  • Termination on Change of Control and Insolvency 25.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is the subject of proceedings under the Insolvency Xxx 0000. 25.2 The Contractor shall notify the Authority immediately if the Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 ("change of control"). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) Months of: 25.2.1 being notified that a change of control has occurred; or 25.2.2 where no notification has been made, the date that the Authority becomes aware of the change of control, but shall not be permitted to terminate where an approval was granted prior to the change of control.

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of: (a) being notified in writing that a Change of Control has occurred; or (b) where no notification has been made, the date that the Authority becomes aware of the Change of Control, if it believes, acting reasonably, that such change is likely to have an adverse effect on the provision of the Services, but it shall not be permitted to terminate this Framework Agreement where an Approval was granted prior to the Change of Control

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events: (i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which: (A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51 % of the securities entitled to vote generally in the election of directors of the Company; (ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert; (iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups: (A) individuals who were members of the Board on the Initial Effective Date; or (B) individuals who first became members of the Board after the Initial Effective Date either: (I) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or (II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board, or of a nominating committee thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board; or (v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a), the term “person” shall have the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act. (b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) of this Agreement or under any of the following circumstances: (i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits; (ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse; (iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change of Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Company which is at least as favorable to him or her; or (iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.

  • Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. (b) After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination Upon Insolvency Either Party may terminate this Agreement if, at any time, the other Party shall file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party proposes a written agreement of composition or extension of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors.

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