Effect of Merger or Acquisition Sample Clauses

Effect of Merger or Acquisition. If Licensee acquires, is acquired by, or merges with a business entity which also is a licensee of the Services, and if the License terminates before the license of the other business entity terminates, then the Term will extend until the end of the term of the other license, and the fee payable under the extended Term will increase, on a pro rata basis, by five percent (5%) over the then-applicable Fee.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Effect of Merger or Acquisition. In the event that during the term of this Agreement, the Corporation is acquired by or merged into another corporation with the result that shareholders of the Corporation at the time of such merger or acquisition receive shares of stock in the acquiring corporation or surviving corporation, as the case may be, in exchange for their stock in the Corporation, Contractor will exchange all his shares in the Corporation on the same basis as such other shareholders. Additionally, subsequent to such merger or acquisition, in lieu of receiving stock of the Corporation to which Contractor may be entitled pursuant to Paragraph 6.2.2 above, Contractor shall receive shares in the acquiring or surviving entity, as the case may be, in an amount that reflects the exchange rate provided for in such merger or acquisition. By way of example, assume there is an acquisition of the Corporation prior to any earn out of shares pursuant to said Paragraph 6.2.2 and that pursuant to such acquisition, shareholders of the Corporation receive two shares of the acquiring corporation in exchange for every one share they own in the Corporation. Under this circumstance, Contractor would be entitled to 20,000 shares of the acquiring corporation for every Cdn $100,000 of Net Receipts (up to a maximum of 528,000 shares) 103
Sample 1
Effect of Merger or Acquisition a. In the event the Qualified Public Depository is merged into, acquired by, or consolidated with a bank or savings institution that is not a qualified public depository, the resulting institution shall become a qualified public depository, and the contingent liability of the Qualified Public Depository shall be a liability of the resulting institution, provided the Qualified Public Depository is not in default. Within thirty (30) calendar days after the effective date of the merger, acquisition or consolidation, the resulting institution shall execute in its own name and deliver to the Treasurer a contingent liability agreement containing the language set forth in Section 12 hereof. If the resulting institution chooses not to remain a qualified public depository, it shall comply with the procedures for withdrawal from the Pool as provided in Section 14(a) and (c) of this Agreement.
Sample 1Sample 2
Effect of Merger or Acquisition. In the event that either Party is acquired by or merges with another entity, the Covenant-not-to-Xxx and Licenses in this Agreement shall only cover the products of the Party that were in existence prior to the acquisition or merger, or any subsequent versions of those products that are natural extensions of the original product and shall not include any components from any such entity that was involved with such merger or acquisition. The Covenant-not-to-Xxx and Licenses shall not apply to any products, services, or functionality obtained as a result of such acquisition or merger. Should Callidus be the surviving company or exercise management or voting control over an acquisition of a company with annual revenues of up to $50 million, the products and services of such acquired entity shall become subject to this Agreement and will have any of the rights and licenses (and be subject to any of the covenants) set forth in this Agreement. Should Callidus be the surviving company or exercise management or voting control over an acquisition of a company with annual revenues of $50 million or more, the products and services of such acquired entity (the “Significant Acquired Assets”) shall not be subject to this Agreement nor will it have any of the rights or licenses (or be subject to any of the covenants) set forth in this Agreement. Notwithstanding the foregoing, Callidus shall have the right to elect to include the Significant Acquired Assets under this Agreement (the “Opt In Election”). The Opt In Election shall be exercised by Callidus providing written notice to Versata promptly upon any such acquisition of Significant Acquired Assets. The Parties agree that the Opt In Election would represent a significant expansion in the reseller relationship. Therefore, immediately upon such Opt In Election, Callidus shall make a one-time, royalty payment in the amount described below: Acquired Entity Annual Revenue Royalty: $50-70 million $3 million $70-100 million $5 million Upon such Opt In Election and payment of the Royalty, the Significant Acquired Assets shall become subject to this Agreement and will have any of the rights and licenses (and be subject to any of the covenants) set forth in this Agreement.
Sample 1Sample 2
Effect of Merger or Acquisition. In the event of a sale by the Company of all or substantially all of its assets or a merger or consolidation of the Company with or into another corporation or entity, and in the case of successive such sales, mergers and consolidations, thereafter the Debentures then outstanding shall be convertible into the number and kind of securities of the acquiring or surviving corporation (or such other entity whose securities are delivered in exchange for the Common Stock of the Company) to which the holders of the Debentures would have been entitled if such holders had converted their Debentures into Common Stock or the common stock of any successor to the Company upon the consummation of such sale, merger or consolidation; and the Debentures shall thereafter be subject to adjustment in the manner and to the extent set forth herein.
Sample 1
Effect of Merger or Acquisition. Unless this warrant is exercised prior to or simultaneously therewith, if the Company shall at any time merge or otherwise combine with or into or by acquired by another corporation, the holder of this Warrant will thereafter receive, upon the exercise of this Warrant in accordance with its terms, the securities or properties to which the holder of the number of shares of Common Stock then deliverable upon exercise of this Warrant would have been entitled upon such transaction.
Sample 1
Effect of Merger or Acquisition. Licensee shall notify Nuventive if Licensee, during the license Term or subscription Term for any Software Product, merges with, is acquired by, or acquires another entity (each of the foregoing, collectively, a “Transaction”), which changes the number of Users or scope of use of any Software Product. Nuventive may adjust Licensee’s Fees set forth in any Order Form applicable to any Software Product license or subscription, or to Support and Maintenance, retroactive to the date of the Transaction, if Licensee is subject to a Transaction. Any such adjustment will be consistent with Fees charged by Nuventive to other Nuventive licensees with a similar number of Users or scope of use.
Sample 1
AutoNDA by SimpleDocs
Effect of Merger or Acquisition. In the event Freshworks goes through a business transition, such as a merger or acquisition by another company, or sale of all or a portion of its assets, Customer’s Account, Collected Data and Service Data will likely be among the assets transferred. A prominent notice will be displayed on our Websites to intimate you of any such change in ownership or control and Customers will be notified via an e-mail from xxxxxxx@xxxxxxxxxx.xxx.
Sample 1

Related to Effect of Merger or Acquisition

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders:

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Merger or Reorganization If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.