Caps and baskets, reverse triangular mergers,
change of control provisions.
Some contracts have assignment or
change of control provisions that may be triggered by a sale.
Where these definitions refer to the Companies Act definitions of «subsidiaries» or «holding companies», the insertion of a partnership may trigger
the change of control provisions, since the chain of subsidiary companies may be broken.
Such
change of control provisions may allow a counterparty to terminate an agreement early when the relevant company is no longer a subsidiary of the same ultimate holding company.
Change of control provisions first began appearing in 1980 when corporate raiders started taking over companies and loading them up with debt.
Finally, just under one - third of DCS firms have
change of control provisions over and above existing law.
The Program Agreement with HSBC included
a change of control provision that would permit us to terminate such agreement following a change of control of HSBC, which occurred upon closing of the Capital One transaction.
Not exact matches
These anti-takeover
provisions could substantially impede the ability
of public stockholders to benefit from a
change in
control or to
change our management and Board
of Directors and, as a result, may adversely affect the market price
of our common stock and your ability to realize any potential
change of control premium.
In addition, these
provisions may make it difficult and expensive for a third party to pursue a tender offer,
change in
control or takeover attempt that is opposed by the Principal Stockholders, our management or our Board
of Directors.
Securities regulators should consider further regulating in this area by implementing sunset
provisions and mandating procedures in
changes of control when these structures are in place.
These
provisions in our amended and restated certificate
of incorporation and amended and restated bylaws may discourage, delay or prevent a transaction involving a
change in
control of our company that is in the best interest
of our minority stockholders.
This and other
provisions may have the effect
of deferring hostile takeovers or delaying
changes in
control or management
of our company.
These
provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile
change in
control or other unsolicited acquisition proposal, and enhance the ability
of our board
of directors to maximize stockholder value in connection with any unsolicited offer to acquire us.
In both
of the examples I have presented, the cheating spouse denied thier spouse (and children) sufficient access to necessary health care, food, clothing and other
provisions, and their perception
of reality was
controlled by the cheaters» pretense that nothing had
changed about the relationship when in fact the relationship suffered a cataclysmic and covert paradigm shift.
Senate Republicans had previously supported another 12 - month extension
of mayoral
control, but on Monday night submitted
changes that would provide a three - year deadline, along with the education tax credit, which is geared toward private schools, as well as a range
of other
provisions.
Other
provisions include an agreement to implement yet to be finalized
changes in employee health care intended to save at least $ 3.4 billion, a loosening
of regulations intended to allow greater
control by individual principals and teachers, an increase in parent / teacher interactions,
changes in teacher professional development and evaluations and an enhanced ability
of the City to terminate teachers who behave inappropriately and teachers who are in the Absent Teacher Reserve.
Senate Republicans will continue to push for
changes to the gun
control law known as the SAFE Act after Gov. Andrew Cuomo's office and Majority Leader John Flanagan reached an agreement to not enact a
provision of the measure.
Not only can you retain the right to revoke the living trust at any time, but you can also withdraw assets, direct and
control investments, and
change the
provisions and beneficiaries
of the trust.
As
of the close
of Fiscal Year 2008, the Company had $ 7.6 million to $ 9.2 million in contingent liabilities related to non-compete and
change in
control provisions relating to Dover's senior management.
Or they don't know what a
change -
of -
control provision looks like and it isn't always labeled «
change of control.»»
One
of the
provisions missed by the other reviewer contained a significant termination upon
change of control.
These two
changes will never happen as long as law societies have exclusive
control of their monopoly over the
provision of legal services.
In an M&A deal, which can require review
of thousands
of corporate contracts, Kira automates the process
of identifying key
provisions such as
change of control and assignment.