Solution for Deal teams
Which contracts need consent?
Four hundred agreements in the data room, and completion turns on the handful that let a counterparty walk when the shares change hands. Ragextract reads the stack once and returns the list, with every answer citing the clause it came from.
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| Row | Documents | Change of control | Consent required | Notice window | Counterparty |
|---|---|---|---|---|---|
| Anchor customer MSA.pdfAmendment 1.pdf | Termination right on change of control | Yes | 30 days before completion | Customer | |
| Distribution agreement.pdf | Consent not to be unreasonably withheld | Yes | Not stated | Distributor | |
| Core platform licence.pdfOrder form.pdf | Silent on change of control | No | Not applicable | Supplier | |
| Property lease — head office.pdf | Landlord consent to assignment or change of control | Yes | 20 working days | Landlord |
The consent you missed is the one that costs money.
A missed change-of-control clause does not surface in diligence. It surfaces after completion, when the anchor customer discovers it has a termination right and starts a conversation about price.
This is the work that gets sampled when the timetable tightens — a hundred of four hundred contracts, chosen by value, and the assumption that the rest are standard form. Reading all four hundred costs a few tens of dollars and a morning, so the sample stops being the only option.
| Document | Change of control | Assignment |
|---|---|---|
| Core platform licence +1 | Silent | No assignment without written consent |
A row is a contract, not a company.
That is what separates this table from the one on the finance page. Comparing targets is a row per company, bundled from its filings. Working inside a target is a row per contract, and the two tables answer to different people on different days.
Bundle each contract with its amendments and order forms, most recent first. A notice window shortened by an amendment is precisely the sort of detail that makes a consent schedule wrong, and it is invisible if the amendment is its own row.
Add a category column for the counterparty type — customer, supplier, landlord, lender — so the schedule can be split by who has to be approached and by whom.
Where it fits.
Three of these are one row per document and one is one row per company. Mixing them in a single table is the mistake worth naming out loud.
| The work | What a row is |
|---|---|
| Consent and change-of-control review | One of the target’s contracts |
| Disclosure against the warranties | A disclosed document |
| Facilities inherited at completion | A facility, with its letters |
| Post-completion integration | A contract inherited at completion |
The consent columns above are ones you write — the app’s Legal & Procurement template is built for risk review, and contract review quotes it verbatim. For the borrowing a buyer inherits, Finance & Accounting is worked through on business loan agreements.
Reading is charged once.
The data room is billed for the pages it reads. A question the SPA negotiation throws up in week six costs the same as one you planned in week one — which is what makes it answerable inside the timetable instead of after it.
| A 400-contract stack | Volume | Cost |
|---|---|---|
| 400 contracts in the data room, 20 pages each | 8,000 pages | 8,000 credits |
| 4 consent questions asked of all 400 | 1,600 cells | 6,400 credits |
| A fifth question raised at the SPA stage | 400 cells | 1,600 credits |
Nothing on this page is legal advice or advice about your transaction.
Start with the pile you already have.
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