Change in Control Clause Example with 6 Variations from Business Contracts
This page contains Change in Control clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement, the Certificate or the By-laws relating to Claims for Indemnifiable Events, the Co...mpany shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.View More
Variations of a "Change in Control" Clause from Business Contracts
Change in Control. The Company agrees that if there is a Change in Control of the Company (other Company, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), Control, then with respect to all selecting a Reviewing Party to make the determinations of a Reviewing Party contemplated hereby, the Company shall select as a Reviewing Party independent special counsel who shall not have otherwise performed... services for the Company or the Indemnitee (or any other party to the Proceeding giving rise to the claim for indemnification or advancement), other than in connection with matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or of other indemnitees under similar indemnification agreements, within the last five years. Such independent counsel shall not include any other agreement, person who, under the Certificate applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the By-laws relating Indemnitee in an action to Claims for Indemnifiable Events, determine the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Indemnitee's rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel special independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its the engagement of special independent counsel pursuant hereto. to this Agreement. View More
Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or under any other agreement, provision of the Certificate certificate of incorporation or the By-la...ws by-laws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 6 4. Indemnification for Additional Expenses. The Company shall indemnify, or cause the indemnification of, Indemnitee against any and all Expenses and, if requested by Indemnitee, shall advance such Expenses to Indemnitee, subject to and in accordance with Section 2, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (a) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or provision of the certificate of incorporation or by-laws now or hereafter in effect relating to Claims for Indemnifiable Events and (b) recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance, or insurance recovery, as the case may be. View More
Change in Control. The Company Indemnitor agrees that if there is a Change in Control of the Company Indemnitor (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement, the Certificate agreement or the By-laws Organizati...onal Documents now or hereafter in effect relating to Claims for Indemnifiable Events, the Company Indemnitor shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company Indemnitor (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company Indemnitor and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company Indemnitor agrees to pay the reasonable fees of the 6 Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all reasonable expenses (including attorneys' fees), reasonable counsel fees and disbursements), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments payment and Expense Advances under this Agreement or any other agreement, the Certificate Company's Articles of Incorporation, or the By-la...ws Company's Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from "Special Independent Legal Counsel Counsel" selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). withheld), and who has not otherwise performed services for the Company or Indemnitee within the last five years (other than in connection with such matters). Such counsel, Special Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Special Independent Legal Counsel referred to above and to may fully indemnify fully such counsel Special Independent Counsel against any and all expenses (including attorneys' attorney's fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), Control, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement, provision of the Certificate of Incorporation or the By-laws relating ...to Claims for Indemnifiable Events, Bylaws now or hereafter in effect, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), Control, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances or advance Expenses under this Agreement or any other agreement, the Certificate agreement or the By-laws relating to ...Claims for Indemnifiable Events, Articles, By-laws, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). withheld or delayed). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
