Common use of Adjustment for Merger or Reorganization, etc Clause in Contracts

Adjustment for Merger or Reorganization, etc. In case of any consolidation, recapitalization or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation (other than a subdivision or combination provided for elsewhere in this Section 6 and other than a consolidation, merger or sale that is treated as a Liquidation Event pursuant to Section 4), each share of Series B Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other Securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such shares of Series B Preferred Stock would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors ) shall be made in the application of the provisions in this Section 6 set forth with respect to the rights and interest thereafter of the holders of the shares of Series B Preferred Stock, to the end that the provisions set forth in this

Appears in 1 contract

Samples: Merger and Stock Exchange Agreement (Rezconnect Technologies Inc)

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Adjustment for Merger or Reorganization, etc. In case of a reclassification, reorganization or exchange (other than described in Clause (d)(iv)(A) above) or any consolidation, recapitalization consolidation or merger of the Corporation Company with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation other business entity (other than a subdivision merger, acquisition or combination provided for elsewhere in this Section 6 other reorganization which constitutes a Deemed Liquidation Event and other than a consolidation, merger or sale that is treated as a Liquidation Event pursuant dissolution subject to Section 4Article 10 (Dissolution)), each share of Series B Seed Preferred Stock Unit shall thereafter be convertible into the kind and amount number of shares of stock or other Securities securities or property to which a holder of the number of shares of Common Stock Units of the Corporation Company deliverable upon conversion of such shares of Series B Seed Preferred Stock Units would have been entitled upon such consolidationreclassification, merger reorganization, exchange, consolidation or salemerger; and, in any such case, appropriate adjustment (as determined in good faith by the Board of Directors Board) shall be made in the application of the provisions in of this Section 6 set forth Clause (d)(iv)(B) with respect to the rights and interest interests thereafter of the holders of the shares of Series B Seed Preferred StockUnits, to the end that the provisions set forth herein (including provisions with respect to changes in thisand other adjustments of the Series Seed Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series Seed Preferred Units.

Appears in 1 contract

Samples: Operating Agreement

Adjustment for Merger or Reorganization, etc. In case of any consolidation, recapitalization consolidation or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation (other than a subdivision or combination provided for elsewhere in this Section 6 and other than a consolidation, merger or sale that which is treated as a Liquidation Event pursuant to Section 4covered by Subsection 2(c)), each share of Series B Preferred Stock shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock or other Securities securities or property to which a holder of the number of shares of Continuation Sheet 2L Common Stock of the Corporation deliverable upon conversion of such shares of Series B Preferred Stock would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors Directors) shall be made in the application of the provisions in this Section 6 4 set forth with respect to the rights and interest thereafter of the holders of the shares of Series B Preferred Stock, to the end that the provisions set forth in thisthis Section 4 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Preferred Stock.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Art Technology Group Inc)

Adjustment for Merger or Reorganization, etc. In case of any consolidation, recapitalization consolidation or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation (other than a subdivision or combination provided for elsewhere in this Section 6 and other than a consolidation, merger or sale that which is treated as a Liquidation Event pursuant to covered by Section 44(a)), each share of Series B A Convertible Preferred Stock shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock or other Securities securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such shares of Series B A Convertible Preferred Stock would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors Directors) shall be made in the application of the provisions in this Section 6 set forth with respect to the rights and interest thereafter of the holders of the shares of Series B A Convertible Preferred Stock, to the end that the provisions set forth in thisthis Section 6 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A

Appears in 1 contract

Samples: Security Agreement (Health Fitness Corp /Mn/)

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Adjustment for Merger or Reorganization, etc. In case of any consolidation, recapitalization consolidation or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation (other than a subdivision or combination provided for elsewhere in this Section 6 and other than a consolidation, merger or sale that which is treated as a Liquidation Event pursuant to Section 4covered by Subsection 2(c)), each share of Series B A Preferred Stock shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock or other Securities securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such shares of Series B A Preferred Stock would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors Directors) shall be made in the application of the provisions in this Section 6 4 set forth with respect to the rights and interest thereafter of the holders of the shares of Series B A Preferred Stock, to the end that the provisions set forth in thisthis Section 4 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Art Technology Group Inc)

Adjustment for Merger or Reorganization, etc. (i) In case of any consolidation, recapitalization consolidation or merger of the Corporation with or into another corporation or the sale of all or substantially all of the assets of the Corporation to another corporation (other than a subdivision or combination provided for elsewhere in this Section 6 and other than a consolidation, merger or sale that which is treated as a Liquidation Event liquidation pursuant to Section 4Subsection 2(a)(iii)), each share of Series A and B Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other Securities securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such shares of Series A and B Preferred Stock would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors Directors) shall be made in the application of the provisions in this Section 6 4 set forth with respect to the rights and interest thereafter of the holders of the shares of Series A and B Preferred Stock, to the end that the provisions set forth in thisthis Section 4 (including provisions with respect to changes in and other adjustments of the Conversion Prices) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A and B Preferred Stock.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Ascent Pediatrics Inc)

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