When selecting the document to use, you should ignore the fact that contracts are more detailed than orders and consider orders as a single contract valid only for the purchase to which this order is referred. An order is a document sent by a buyer to a seller with the obligation to order a product. If the seller accepts the document, it constitutes a legally binding contract between the buyer and the seller. An order and a contract are used for different things, although they both have their place in the buying process. Under normal conditions, you would use an order to order and buy an item while the contract is used to pay for a service. Orders should apply to short-term individual purchases, while contracts are more favourable to long-term purchasing relationships. And of course, because of the greater legal value, you use contracts with all businesses that are riskier. However, the standard transfer clause mentioned above does not address all forms of business purchases. In order to protect against participation in involuntary parties through the sale of a company and not only its assets, anti-attribution provisions are often extended to a language dealing with the transfer of ownership or the sale of shares of a company. This extended language prohibits the change of control of one party and stipulates that the sale of the majority of the voting shares of one of the parties to the contract requires the prior written agreement of the other party.

Sometimes these changes of control may assume that a change of control is an assignment within the meaning of the agreement, triggering the same transfer requirements, including whether or not consent may be improperly withheld. To obtain a sale in connection with a share acquisition, only documents that have the effect of acquiring shares are required. Depending on the existence and content of a change in the control provisions in each contract, the third party may be bound by one of the contracts which is the third party. If you would like to discuss how best to structure your acquisition, including some options that have not been described in detail in the article above, please contact someone from our business team to help.