Extract to table

This is a critical technology license, and the terms of the change of control provision (including any consent or termination rights) must be carefully reviewed

In a stock purchase, each stockholder must contractually agree to sell its shares — unlike a merger, where a statutory majority vote binds all stockholders, including dissenters

In many states, accrued paid time off is treated as earned wages that must be paid out upon termination

As noted above, in an asset purchase, every contract must be individually assigned to the buyer, and virtually every contract requires counterparty consent for assignment

Government permits and licenses present a particular challenge, as many are not assignable at all and must be reapplied for by the buyer — a process that may involve regulatory review, public notice, and significant delay

This is a significant structural advantage over a stock purchase, where each stockholder must individually agree to sell