Common use of Corporate Transactions Clause in Contracts

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;

Appears in 27 contracts

Samples: Indemnification Agreement (Spero Therapeutics, Inc.), Indemnification Agreement (Inhibrx, Inc.), Form of Officer and Director Indemnification Agreement (Y-mAbs Therapeutics, Inc.)

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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 51% a majority of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with which such shares give the holder(s) thereof the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicableentity;

Appears in 26 contracts

Samples: Award Agreement (CST Brands, Inc.), Employment Agreement (PLX Pharma Inc.), Award Agreement (CST Brands, Inc.)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 5150% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;

Appears in 17 contracts

Samples: Indemnification Agreement (Inhibrx Biosciences, Inc.), Indemnification Agreement (Nalu Medical, Inc.), Indemnification Agreement (Oyster Point Pharma, Inc.)

Corporate Transactions. The effective date of a merger or consolidation of the Company Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Company Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicablein any such transaction) more than 51% fifty percent (50%) of the combined voting power of the voting securities of the such surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicableSurviving Entity;

Appears in 13 contracts

Samples: Indemnification Agreement (OptiNose, Inc.), Indemnification Agreement (OptiNose, Inc.), Indemnification Agreement (Context Therapeutics Inc.)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;

Appears in 9 contracts

Samples: Indemnification Agreement (Verve Therapeutics, Inc.), Indemnification Agreement (Ev Transportation Services, Inc.), Indemnification Agreement (PSQ Holdings, Inc.)

Corporate Transactions. The effective date of a merger or consolidation of the Company (or any of its subsidiaries) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 5150% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, the resulting parent entity) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity (or its ultimate parent, as applicablethe resulting parent entity);

Appears in 6 contracts

Samples: Indemnification and Advancement Agreement (New Beginnings Acquisition Corp.), Indemnification and Advancement Agreement (Fresh Del Monte Produce Inc), Indemnification and Advancement Agreement (InterPrivate Acquisition Corp.)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parententity), in substantially the same proportions as applicable) their current ownership of stock, more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicableentity;

Appears in 4 contracts

Samples: Indemnity Agreement (Carpenter Technology Corp), Indemnification Agreement (Carpenter Technology Corp), Indemnity Agreement (Carpenter Technology Corp)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than fifty-one percent (51% %) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;

Appears in 4 contracts

Samples: Indemnification Agreement (Fulcrum Therapeutics, Inc.), Indemnification Agreement (Pandion Therapeutics Holdco LLC), Indemnification Agreement (Constellation Pharmaceuticals Inc)

Corporate Transactions. The effective date of a merger merger, amalgamation or consolidation of the Company with any other entity, other than a merger merger, amalgamation or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 51% of the combined voting power of the voting securities of the surviving or amalgamated entity or its ultimate parent, as applicable, outstanding immediately after such merger merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity or its ultimate parent, as applicableamalgamated entity;

Appears in 2 contracts

Samples: Indemnification Agreement (Scienjoy Holding Corp), Indemnification Agreement (Creative Global Technology Holdings LTD)

Corporate Transactions. The effective date of a merger merger, amalgamation or consolidation of the Company with any other entity, other than a merger merger, amalgamation or consolidation which would result in the voting securities shares of the Company outstanding immediately prior to such merger merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 51% of the combined voting power of the voting securities shares of the surviving or amalgamated entity or its ultimate parent, as applicable, outstanding immediately after such merger merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity or its ultimate parent, as applicableamalgamated entity;

Appears in 2 contracts

Samples: Indemnity Agreement (Urovant Sciences Ltd.), Indemnity Agreement (Dermavant Sciences LTD)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;; 1 NTD: Include only for “officer” or “director and officer” forms of agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Femasys Inc)

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Corporate Transactions. The effective date of a merger merger, amalgamation or consolidation of the Company with any other entity, other than a merger merger, amalgamation or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 5150% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;entity; and

Appears in 1 contract

Samples: Indemnification Agreement (Hamilton Insurance Group, Ltd.)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, ) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity (or its ultimate parent, as applicable);

Appears in 1 contract

Samples: Indemnification Agreement (Tetraphase Pharmaceuticals Inc)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51fifty percent (50% ) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;

Appears in 1 contract

Samples: Indemnification Agreement (Aquestive Therapeutics, Inc.)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity or its ultimate parent, as applicable;

Appears in 1 contract

Samples: Indemnification Agreement (Zentalis Pharmaceuticals, Inc.)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity entity, or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, ) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity (or its it ultimate parent, as applicable);

Appears in 1 contract

Samples: Form of Indemnification Agreement (Enanta Pharmaceuticals Inc)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, ) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity (or its ultimate parent, as applicable);

Appears in 1 contract

Samples: Indemnification Agreement (Durata Therapeutics, Inc.)

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