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How to adapt light in the Change in Control Agreement

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A change of control clause in a contract addresses the implications when one party undergoes a shift in ownership or management. This clause is crucial during transactions like company sales, mergers, or acquisitions. Often overlooked, it becomes significant when parties change hands, necessitating a smooth transition. Experienced contract drafters pay close attention to these clauses, recognizing their importance even though they may appear as boilerplate text. Change of control clauses are primarily relevant in contexts where companies are being bought or sold, ensuring proper handling of ownership transitions.

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What does change of control mean in an agreement?

Parties normally seek to include provisions in an agreement that allow for either termination or an adjustment of their rights, such as payment, upon a change of structure or ownership of the other party. This is known as a change of control clause.

What is the SEC rule for change in control?

(c) Change of Control means: (i) a sale of all or substantially all of the assets of the Company; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of the Company by another entity by means of any transaction or series of related transactions (including, without limitation,

What triggers a change in control?

For example, a change of control may be triggered by a sale of more than 50% of a partys stock, a sale of substantially all the assets of a party or a change in most of the board members of a party. For a standard change of control clause, see Standard Clause, Loan Agreement: Change of Control Event of Default.

What is an example of a change of control clause?

Change of Control Clause: Example The Customer shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement by 3 months written notice to the Supplier, if there is a Change of Control of the Supplier.

What is an example of a change of control clause in a contract?

In the event of a Change of Control of [Party A], [Party B] shall have the right to terminate this Agreement by giving written notice within 30 days of becoming aware of the Change of Control. Such termination shall take effect 30 days from the date of notice.

What is the change of control clause in a credit agreement?

Also known as change of control. A provision in an agreement giving a party certain rights (such as consent, payment or termination) in connection with a change in ownership or management of the other party to the agreement. Not all change of control provisions are triggered by the same action.

Does a change of control constitute a transfer?

A change of control often includes the transfer from the target company to the acquirer of a certain percentage of the target companys issued and outstanding shares. Typically the required percentage exceeds 50%, but it may be lower or higher.

What constitutes a change in control?

A change of control is a change in a companys ownership or management that results in the decision-making capacity of that entity being exercised by a different group of shareholders and/or directors.

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