Paste or upload a contract excerpt. See every change of control clause (also called a change in control clause), anti-assignment restriction and consent to assignment requirement — what triggers it, what happens next, and the exact language.
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Ownership thresholds, mergers, sales of substantially all assets and indirect changes of control.
Consent to assignment requirements, including assignment by operation of law or by merger.
Consent required, termination right, notice only, or terms that fall away — with time periods.
Not to be unreasonably withheld vs. sole discretion, and affiliate carve-outs.
Whether the restriction binds one party or both, and language that depends on other sections.
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A change of control clause — also called a change in control clause or change of control provision — gives a party rights when ownership or control of the other party changes. Typical consequences are a right to consent, a right to terminate, a notice obligation, or terms such as exclusivity or pricing that fall away.
It often works together with an anti-assignment clause. Some contracts treat a change of control as a deemed assignment, so a share sale or merger can require consent to assignment even though the contract itself is not transferred.
In buy-side due diligence, these clauses are usually spread across dozens of agreements and changed by later amendments and side letters — which is why an AI contract review across the whole agreement set matters more than checking one page.
| Change of control clause | Anti-assignment clause | |
|---|---|---|
| Triggered by | A change in who owns or controls a party | Transferring the contract to another party |
| Typical consequence | Consent, termination right, notice, or terms falling away | Prior written consent; non-compliant assignments void |
| Reaches mergers? | Usually, if the definition includes mergers | Only if it covers assignment 'by operation of law' or by merger |
| Where to look | Definitions, assignment and termination sections | Assignment section, amendments and side letters |
Turn the consents you find into a closing checklist with the AI requirements checklist, or review every contract in a data room at once. Comparing a new draft with the signed version? Use side-by-side document comparison.
Illustrative drafting — the kinds of language the finder flags, and what each one triggers.
If Supplier undergoes a Change of Control, Customer may terminate this Agreement upon thirty (30) days' written notice given within ninety (90) days after Customer becomes aware of such Change of Control.
Flagged as a termination right, with the notice period and the window to exercise it.
Any Change of Control of Licensee shall be deemed an assignment of this Agreement for purposes of Section 12 and shall require Licensor's prior written consent.
Flagged as consent required — a share sale can need consent even though nothing is transferred.
Neither party may assign this Agreement, whether voluntarily, by operation of law, by merger or otherwise, without the other party's prior written consent, which shall not be unreasonably withheld.
Flagged as an anti-assignment clause that reaches mergers, with a reasonableness standard.
Borrower shall notify Lender in writing within ten (10) Business Days after the occurrence of any Change of Control.
Flagged as notice only — no consent or termination right in this language.
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A change of control clause gives a party rights — to consent, terminate, be notified or reprice — when ownership or control of the other party changes. It is also called a change in control clause or change of control provision.
An anti-assignment clause restricts transferring the contract without consent. A change of control clause applies when ownership of a party changes, even if the contract itself is not transferred. Some contracts combine the two by treating a change of control as an assignment.
It depends on the drafting. Clauses that cover assignment 'by operation of law' or 'by merger' are more likely to reach a merger. The finder flags this language; whether consent is legally required is a question for counsel.
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No. The tool locates and classifies clause language for a first-pass review. Whether consent is required depends on the full contract, the deal structure and counsel's judgment.
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Upload the whole contract set and get a cited consent list — every change of control trigger, anti-assignment clause and disclosure schedule gap, linked to its page.