Common use of Adjustment for Reorganization Consolidation Merger Etc Clause in Contracts

Adjustment for Reorganization Consolidation Merger Etc. In the event that the Company shall 1) effect a reorganization, 2) consolidate with or merge into any other entity or 3) transfer all or substantially all of its properties or assets to any other entity under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition precedent to the consummation of such a transaction, proper and adequate provision shall be made whereby the Holder of this Warrant, on the exercise hereof as provided in Section 2 above, at any time after the consummation of any such reorganization, consolidation or merger or the effective date of any such dissolution, shall receive in lieu of the shares of Common Stock issuable on such exercise immediately prior to any such consummation or effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled to receive upon any such consummation or dissolution if the Holder had so exercised this Warrant immediately prior to such consummation or dissolution.

Appears in 12 contracts

Samples: Common Stock Purchase (Echo Therapeutics, Inc.), Assignment Form (Echo Therapeutics, Inc.), Assignment Form (Echo Therapeutics, Inc.)

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Adjustment for Reorganization Consolidation Merger Etc. In case of any consolidation or merger of the event that Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall 1) effect a not be the continuing or surviving entity of such consolidation, merger or reorganization, 2) consolidate with or merge into any other entity transaction in which in excess of 50% of the Company's voting power is transferred, or 3) transfer any sale of all or substantially all of its properties or the assets to any other entity under any plan or arrangement contemplating the dissolution of the CompanyCompany (any such transaction being hereinafter referred to as a "REORGANIZATION"), then, in each such case, as a condition precedent to the consummation of such a transaction, proper and adequate provision shall be made whereby the Holder holder of this Warrant, on the exercise or conversion hereof as provided in Section 2 above, at any time after the consummation of any such reorganization, consolidation or merger or the effective date of any such dissolutionReorganization, shall receive receive, in lieu of the shares of Common Warrant Stock or Conversion Stock issuable on such exercise immediately prior to any the date of such consummation or effective dateReorganization, the stock and other securities and property (including cash) to which such Holder holder would have been entitled to receive upon any the date of such consummation or dissolution Reorganization if the Holder such holder had so exercised this Warrant immediately prior to such consummation or dissolutionthereto.

Appears in 3 contracts

Samples: LXN Corp, LXN Corp, LXN Corp

Adjustment for Reorganization Consolidation Merger Etc. In the event that the Company shall 1(A) effect a reorganization, 2(B) consolidate with or merge into any other entity or 3(C) transfer all or substantially all of its properties or assets to any other entity under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition precedent to the consummation of such a transaction, proper and adequate provision shall be made whereby the Holder of this WarrantNote, on the exercise conversion hereof as provided in this Section 2 above3, at any time after the consummation of any such reorganization, consolidation or merger or the effective date of any such dissolution, shall receive in lieu of the shares of Common Stock issuable on such exercise conversion immediately prior to any such consummation or effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled to receive upon any such consummation or dissolution if the Holder had so exercised converted this Warrant Note immediately prior to such consummation or dissolution.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ethos Environmental, Inc.)

Adjustment for Reorganization Consolidation Merger Etc. In the event that the Company shall 1) effect a reorganization, 2) consolidate with or merge into any other entity or 3) transfer all or substantially all of its properties or assets to any other entity under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition precedent to the consummation of such a transaction, proper and adequate provision shall be made whereby the Holder of this Warrant, on the exercise hereof as provided in Section 2 1 above, at any time after the consummation of any such reorganization, consolidation or merger or the effective date of any such dissolution, shall receive in lieu of the shares of Common Stock issuable on such exercise immediately prior to any such consummation or effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled to receive upon any such consummation or dissolution if the Holder had so exercised this Warrant immediately prior to such consummation or dissolution.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ethos Environmental, Inc.)

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Adjustment for Reorganization Consolidation Merger Etc. In case of any consolidation of merger of the event that Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall 1) effect a not be the continuing or surviving entity of such consolidation, merger or reorganization, 2) consolidate with or merge into any other entity transaction in which in excess of 50% of the Company’s voting power is transferred, or 3) transfer any sale of all or substantially all of its properties or the assets to any other entity under any plan or arrangement contemplating the dissolution of the CompanyCompany (any such transaction being hereinafter referred to as a “Reorganization”), then, in each such case, as a condition precedent to the consummation of such a transaction, proper and adequate provision shall be made whereby the Holder holder of this Warrant, on the exercise or conversion hereof as provided in Section 2 above, at any time after the consummation of any such reorganization, consolidation or merger or the effective date of any such dissolutionReorganization, shall receive receive, in lieu of the shares of Common Stock issuable on such exercise immediately prior to any the date of such consummation or effective dateReorganization, the stock and other securities and property (including cash) to which such Holder holder would have been entitled to receive upon any the date of such consummation or dissolution Reorganization if the Holder such holder had so exercised this Warrant immediately prior thereto. The provisions of this Section 1l(b) shall apply to such consummation or dissolutionsuccessive Reorganizations.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Tripath Technology Inc)

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