Change clause in a Recapitalization Agreement - Online Editor

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How to change clause in the Recapitalization Agreement

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Hello everyone! Today we are going to talk about How to draft a Shareholders Agreement? Shareholders agreements only apply to companies with more than one shareholder. So if you have a company that has two or more shareholders you should look at putting in place a shareholders agreement. So what is a shareholders agreement? Well as this slide says its a contract between the shareholders that sets out the rights and responsibilities of the shareholders. Generally a shareholders agreement can cover things like, How many shares do each shareholder? or Does each shareholder own. It could set out whether there are different classes of shares and if so the rights and responsibilities that are applicable to each different share class. Often though the constitution can also set out the share class information, so thats not necessarily in a shareholders agreement but can be in there. A shareholders agreement can set out whether or not the company is able to issue additional shares in the fut

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What is the change of control clause law insider?

For purposes of this Agreement, Change of Control shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A. Definition of Change of Control.

What is the termination clause clause?

A termination clause may spell out specific acts or omissions that warrant termination or it may simply make any uncured bdocHub a cause of termination.

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 the change of control threshold?

Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where control means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent.

What is the purpose of the change of control clause?

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 change of control clause for termination?

In employment contracts, a change of control clause entitles the employee to a specified payment or enhanced notice period if their employer is taken over and the takeover results in dismissal by their employer or a material reduction in the employees responsibilities leading to constructive dismissal within a

What is the change of control clause in an employment agreement?

A change of control agreement may be exercised either where the employee quits, or where the employer elects to dismiss the employee (without cause). In this way, it confers benefits to both parties.

What does change in control mean?

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.

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