Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (ii) any consolidation, merger, combination or binding share exchange involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person (any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the “Reference Property”), then:

Appears in 3 contracts

Samples: Indenture (Salix Pharmaceuticals LTD), Indenture (Salix Pharmaceuticals LTD), Indenture (Salix Pharmaceuticals LTD)

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Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or binding share exchange other similar event involving the Company, or (iiiiv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person (any such event a “Merger Event”)Person, in each case as a result of which holders of Common Stock shall would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the any such event a Reference PropertyMerger Event”), then:

Appears in 3 contracts

Samples: Indenture (Teradyne, Inc), Indenture (PSS World Medical Inc), Indenture (Teradyne, Inc)

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, mergermerger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, combination securities or binding share other property or assets with respect to or in exchange involving the Companyfor such Common Stock, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person (any such event a “Merger Event”)Person, in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the any such event a Reference PropertyMerger Event”), then:

Appears in 2 contracts

Samples: Indenture (Intel Corp), Encore Capital Group Inc

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a12.04(a)), (ii) any consolidation, merger, combination combination, split-off or binding share exchange involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company and its Subsidiaries, taken as a whole, to any other Person (any such event a “Merger Event”)Person, in each case as a result of which holders of the Common Stock shall be entitled to receive cash, securities or other property or assets (the “Reference Property”) with respect to or in exchange for such Common Stock (the any such event a Reference PropertyMerger Event”), then:

Appears in 2 contracts

Samples: Qiagen Nv, Qiagen Nv

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger, merger or combination or binding share exchange involving of the CompanyCompany with another Person, or (iii) any sale sale, lease, transfer or conveyance of all or substantially all of the property properties and assets of the Company and its Subsidiaries substantially as an entirety to any other Person Person, in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof) (any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the “Reference Property”), then:

Appears in 1 contract

Samples: First Supplemental Indenture (Molina Healthcare Inc)

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any recapitalization, reclassification or change of the outstanding shares of Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a1704(a)), (ii) any consolidation, merger, merger or combination or binding share exchange involving the Company, or (iii) any sale sale, lease or conveyance other transfer of all or substantially all of the property consolidated assets and assets of the Company and its Subsidiaries to any other Person or (iv) any statutory share exchange, in each case as a result of which the Class A Common Stock would be converted into or exchanged for stock, other securities, other property or assets (including cash or any combination thereof) (any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the “Reference Property”), then:

Appears in 1 contract

Samples: First Supplemental Indenture (Sonic Automotive Inc)

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger, merger or combination or binding share exchange involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other with another Person (any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cashstock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (the “Reference Property”)including cash) with respect to or in exchange for such Common Stock, then:

Appears in 1 contract

Samples: Indenture (Sepracor Inc /De/)

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Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger, merger or combination or binding share exchange involving of the CompanyCompany with another Person, or (iii) any sale sale, lease, transfer or conveyance of all or substantially all of the property properties and assets of the Company and its Subsidiaries substantially as an entirety to any other Person Person, in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof)(any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the “Reference Property”), then:

Appears in 1 contract

Samples: First Supplemental Indenture (Molina Healthcare Inc)

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger, combination merger or binding share exchange involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other with another Person (any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cashstock, securities securities, other property, assets or other property or assets cash with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock (the “Reference Property”)shall be entitled to receive stock, securities, other property, assets or cash with respect to or in exchange for such Common Stock, then:

Appears in 1 contract

Samples: Indenture (Genesis Healthcare Corp)

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (2) of the definition of Fundamental Change, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, reclassification, merger, combination or binding share exchange involving other similar event of the Company, Company with another Person or (iiiiv) any sale sale, transfer or conveyance of all or substantially all of the property and assets of the Company to any other Person (any such event a “Merger Event”)Person, in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the any such event described in clauses (i) through (iv) a Reference PropertyMerger Event”), then:

Appears in 1 contract

Samples: Indenture (Usec Inc)

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a10.04(a)), (ii) any consolidation, merger, combination or binding share exchange involving the Company, or (iii) any sale sale, transfer, lease or conveyance of all or substantially all of the property and assets of the Company to any other Person Person, in each case as a result of which the Common Stock would be converted into, or exchanged for stock, other securities, other property or assets (any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the “Reference Property”), then:

Appears in 1 contract

Samples: Indenture (Ual Corp /De/)

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