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It is customary for the agreements reached by the creditors to include an amendment to the control clause to protect the lender in the event of a transfer of ownership of the business. Such clauses may provide that the Last ResortA lender is the lender of last resort of liquidity providers for financial institutions in financial difficulty. In most developing and industrialized countries, the lender of last resort is the country`s central bank. The central bank`s responsibility is to prevent bankruptcies or panics from spreading to other banks due to a lack of liquidity. may require that, if the clause is triggered, the clause will be fully reimbursed by a change in the ownership of the business. Uncertainty about the creditworthiness of the new owner, bank or other credit institution may prefer to immediately return the entire loan principle and cancel the loan. Whether proactive or reactive, a well-developed change to the control agreement should include details on the following topics: If the change of ownership is related to an asset sale (for example. B, a person buys a hotel wellness), your job will end on the day of the sale. The reason is that the buyer has purchased the assets from the seller, but as individuals are not goods that can be bought and sold, your employment ends.b) Full agreement.

No oral or written, explicit or tacit agreement that is not expressly stipulated in this agreement has not been concluded or concluded by either party with respect to the purpose of this agreement. This agreement and any proprietary information agreement constitute the parties` full understanding of the purpose of this agreement and include all previous agreements and agreements relating to them, including, in particular, the SPANSION LLC CHANGE OF CONTROL SEVERANCE AGREEMENT, which was previously concluded by and between management and the entity. (a) involuntary dismissal, except for reasons, death or disability or voluntary dismissal due to change of control. If, within twenty-four (24) months of a change of control, the company that is not based on cause, death or disability or by management because of voluntary dismissal, and if management provides management with a general release of rights against the company and its related companies in a form acceptable to the company , the company provides management with the following benefits: B. The Commission considers that it is in the best interests of the company and its guarantee holders to encourage management to continue the management activity and to motivate management to maximize the value of the company in the event of a change of control for the benefit of its securityholders. b) non-invitation; No disparity. In addition to the obligations of each management as a result of proprietary information or similar agreements, management may not, for any reason, take a period of two (2) years after the termination of management`s employment, to request or attempt, directly or indirectly, to solicit, directly or indirectly, the company or one of the related companies of one of their executives , their employees or clients, either on their own behalf or on their own behalf or on their own behalf, or as managers, agents, public servants, employees, consultants, partners, joint ventures, owners or shareholders, or by any other means, on behalf of another person, company or company; provided, however, that a general advertisement to which a member of the company`s staff or one of its related companies responds is in no way considered a violation of this section 7 (b).