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Head shot recommendations ITP?
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Any Spotify people here? Noticed there’s an AM role going at the moment in the UK but not sure what experience level it is. For reference I’ve got 6 years in ad sales experience with 3 years management (both in music industry). Would this be comfortable or is it worth holding out for AD?
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Depends on how its drafted. You gotta actually read the provisions.
Often, change of control will be triggered in one of 3 ways: (i) merger, (ii) sale of >50% of equity interests, or (iii) sale of all or substantially all of the assets.
Some agreements have no change of control restrictions. Some extend the change of control restrictions all the way up the ownership chain, so an indirect change of control of a parent company may trigger the provision.
Bottom line is, as others have said, you must read the document and assess each provision individually based on its precise wording.
My favorite is when control isn’t defined and the agreement doesn’t address instances of indirect change of control.
Agree with the above. But usually yes (if all or substantially all)
It’s usually defined somewhere
I agree with everyone that most agreements have some definition of CofC. But it isn’t unheard of for a poorly drafted document by a non-M&A lawyer to ignore the need to define the concept.
So I think the more interesting question is, what is the interpretation of an undefined reference to a change-of-control? I could see an all/substantially all asset sale being covered, but I could also see how it arguably isn’t because the term CofC is usually used in connection with the name of an entity. Did control of that entity change in an asset sale? I would argue no.
I think that’s a little backwards. The question is how a court would define a CofC, not how it would define an operation of law assignment. They aren’t the same thing.