Extraordinary Transaction Clause Samples
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Extraordinary Transaction. If, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer by the Company is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, an “Extraordinary Transaction”), then this Warrant will become the right thereafter to receive, upon exercise, the same amount and kind of securities, cash or property as the Holder would have been entitled to receive upon the occurrence of such Extraordinary Transaction if it had been, immediately prior to such Extraordinary Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of the relevant Warrant (the “Alternate Consideration”) in lieu of Common Stock. The aggregate Exercise Price for each Warrant will not be affected by any such Extraordinary Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in an Extraordinary Transaction, then the Holder, to the extent practicable, shall be given the same choice as to the Alternate Consideration it receives upon any exercise of its Warrant following such Extraordinary Transaction. In addition, at the request of the Holder, upon surrender of this Warrant, any successor to the Company or surviving entity in such Extraordinary Transaction shall issue to such Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. Each such new warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Extraordinary Transaction.
Extraordinary Transaction. If, after the Effective Time and prior to the end of the Earn-out Period, Parent engages in any (a) merger, consolidation or reorganization (in which Parent is not the surviving entity), or (b) sale, transfer or other distribution of all or substantially all of the Acquired Business, then, as a condition to the closing of any such transaction, Parent shall have obtained the acquiror’s written agreement to assume and continue the rights and obligations of Parent and Buyers under the Earn-out Provisions and Sections 6.3 through 6.6.
Extraordinary Transaction. The Corporation agrees that, in the event of any merger, consolidation or reorganization in which the Corporation is not the surviving entity, any sale of all or substantially all of the assets of the Corporation or any liquidation of the Corporation (each such event is hereinafter referred to as an “extraordinary transaction”), the Corporation shall:
(a) Have the obligations of the Corporation under this Agreement expressly assumed by the survivor, purchaser or successor, as the case may be, in such extraordinary transaction; or
(b) Provide a trust fund, letter of credit, or otherwise provide for the satisfaction of the Corporation’s obligations under this Agreement in a manner reasonably acceptable to Director.
Extraordinary Transaction. In the event of an Extraordinary Transaction, whether or not the Executive elects to convert this Agreement into a consulting agreement, the Company shall, in addition to remaining obligated under the terms of this Agreement, immediately after the Extraordinary Transaction pay the Executive a payment equal to (i) the difference between the discretionary bonus the Executive received from the Company with respect to the year prior to the year in which the Extraordinary Transaction occurred and the amount paid pursuant to the last sentence of Section 4(b), since the Executive may be forfeiting the right to receive the balance of such bonus, and (ii) $33,333 per month for each month or part thereof after June 30, 1998 in which the Extraordinary Transaction occurs. Thus should an Extraordinary Transaction occur on August 15, 1998, the payment pursuant to Section 4(d)(ii) would be $66,666.
Extraordinary Transaction. Notwithstanding Section 5.12(a), in no event will MSI be required to vote the MSI Shares in favor of a transaction that would reasonably be expected to result in a business combination that would give rise to a significant, direct and irresolvable conflict of interest for MSI and its long-term strategy; provided that, in such limited circumstances, (i) promptly following the announcement of such a transaction, MSI shall deliver a Notice of Dissolution to Family Holdings describing such conflict of interest, and (ii) to the extent that not all MSI Shares have been sold pursuant to Section 8.3 prior to the record date for the shareholder vote on the relevant transaction, MSI shall deliver a proxy directing Family Holdings to vote such remaining MSI Shares in proportion to the votes cast by the shareholders of Berkley actually casting votes on the transaction (other than MSI but including Family Holdings).
Extraordinary Transaction. In the event of a merger of the Company with a third party where the Company is not the surviving entity, sale of a majority of the capital stock of the Company, or the sale of all or substantially all of its assets ("EXTRAORDINARY TRANSACTION"), the Stock shall be entitled to receive the same benefits as the holders of the Common Stock will receive in the Extraordinary Transaction. Upon the request of the Board of Directors of the Company, the Stockholder agrees to consent to, vote in favor of and execute all required documents in connection with the Extraordinary Transaction.
Extraordinary Transaction. From the date of their respective incorporation, except for the transactions listed in Annex 10.23, the Company and the Company’s Subsidiary have not carried out (i) any sale or acquisition of any participation in companies, (ii) merger, de-merger, contribution in kind, transfer of business and/or reorganization nor are bound by any commitment, representations, warranty and/or covenant arising from any such extraordinary corporate transaction which may have a Material Adverse Effect.
Extraordinary Transaction. In the event an Extraordinary Transaction occurs on or before the Maturity Date (and prior to the New Equity Financing), each Purchaser shall have the option (a) to receive repayment of all of the Purchaser’s Outstanding Loan Amount and/or (b) to receive a multiple of the applicable Principal Amount based upon the Value of the Transaction as follows:
(i) 1.5 times the applicable Principal Amount for an Extraordinary Transaction valued at $50 million or less;
(ii) 5.0 times the applicable Principal Amount for an Extraordinary Transaction valued at $400 million or more; and
(iii) a multiple of the applicable Principal calculated on a linear basis (and to the nearest one-one thousandth of a decimal (“0.000”)) for an Extraordinary Transaction valued at more than $50 million and less than $400 million.
Extraordinary Transaction. In the event that Parent files a petition ------------------------- under bankruptcy or other document seeking relief under any United States or foreign bankruptcy, insolvency or similar law, and the same is not discharged within sixty (60) days following written notice, the Shareholder shall have a right to repurchase the Company for a commercially reasonable amount, to be mutually agreed upon by the parties.
Extraordinary Transaction. The term “Extraordinary Transaction” means any transaction pursuant to which any of the parties shall, directly or indirectly: