Change of Control of Distributor. In the event of a Change of Control of
Distributor, Conor shall have the right to appoint an additional distributor for
the Territory, and the distributorship granted to Distributor in Section 1(a)
shall automatically convert from an exclusive appointment to a co-exclusive
appointment. For the purpose of this Section 1(f), "Change of Control of
Distributor" shall mean (i) any consolidation or merger of Distributor with or
into any other corporation or other entity or person, or any other corporate
reorganization, in which the capital stock of Distributor immediately prior to
such consolidation, merger or reorganization, represents less than fifty percent
(50%) of the voting power of the surviving entity (or, if the surviving entity
is a wholly owned subsidiary, its parent) immediately after such consolidation,
merger or reorganization; or (ii) any transaction or series of related
transactions to which Distributor is a party in which more than fifty percent
(50%) of Distributor's voting power is transferred to a third party; or
(iii) the consummation of a sale of all or substantially all of the assets of
Distributor in any transaction or series of related transactions, other than a
sale of all or substantially all of the assets of Distributor to an entity, more
than fifty percent (50%) of the combined voting power of the voting securities
of which are owned by shareholders of Distributor in substantially the same
proportions as their ownership of Distributor immediately prior to such sale.
2. PRICES AND PAYMENT.
(a) Ordering. Distributor shall order the Product from Conor by submitting a
written purchase order identifying the requested delivery date(s) and any
export/import information required to enable Conor to fill the order. All orders
for the Product are subject to acceptance by Conor. Conor shall have no
liability to Distributor with respect to purchase orders which are not accepted;
provided, however, that Conor will not unreasonably reject any purchase order
for the Product that meets the requirements of this Section 2(a) and that does
not request any modifications or additions to the Product.
(b) Pricing by Conor. If a purchase order is accepted in accordance with
Section 2(a) above, the price for the Product covered by such purchase order
shall be in euros in accordance with the Product and Price List set forth in
Exhibit A. Conor may from time to time amend Exhibit A to change those prices,
such change being effective immediately upon Distributor's receipt of notice
thereof; provided, however, that no price change shall affect purchase orders
offered by Distributor and accepted by Conor prior to the date such price change
becomes effective.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
2.
(c) Pricing by Distributor. Distributor shall be free to establish its own
pricing for the Product sold. Distributor shall notify Conor of its pricing,