Exceptions to Transfer Restrictions. Notwithstanding subsection (a), the Buyer may sell or transfer any of the Warrants and/or Warrant Shares to any person pursuant to, as a result of, or in connection with (i) a tender offer or an exchange offer approved by the Board of Directors of the Company; (ii) the consummation of a merger (provided the Company is not the surviving corporation in such merger), consolidation, or a sale of all or substantially all the assets of the Company; or (iii) any other "Fundamental Change Transaction" (as such term is defined in the Warrant).
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Magellan Health Services Inc), Form of Warrant Purchase Agreement (Crescent Operating Inc)
Exceptions to Transfer Restrictions. Notwithstanding subsection (a), the Buyer may sell or transfer any of the Warrants and/or Warrant Shares to any person pursuant to, as a result of, or in connection with (i) a tender offer or an exchange offer approved by the Board of Directors of the Company; (ii) the consummation of a merger (provided the Company is not the surviving corporation in such merger), consolidation, or a sale of all or substantially all the assets of the Company; or (iii) any other "Fundamental Change Transaction" (as such term is defined in the Warrant) (any transfer pursuant to this Section 5.5(b), an "Excluded Transfer").
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Magellan Health Services Inc), Warrant Purchase Agreement (Crescent Operating Inc)
Exceptions to Transfer Restrictions. Notwithstanding subsection (a), any member of the Buyer Group may sell or transfer any of the Shares, Warrants and/or Warrant Shares to any person pursuant to, as a result of, or in connection with (i) a tender offer or an exchange offer approved by the Board of Directors of the Company; (ii) the consummation of a merger (provided the Company is not the surviving corporation in such merger), consolidation, or a sale of all or substantially all the assets of the Company; or (iii) any other "Fundamental Change Transaction" (as such term is defined in the Warrant).
Appears in 2 contracts
Samples: Stock and Warrant Purchase Agreement (Charter Medical Corp), Stock and Warrant Purchase Agreement (Rainwater Magellan Holdings L P)
