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. 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. 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. 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:
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 Committed Principal Amount based upon the Value of the Transaction as follows:
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 capital stock or assets of the Target Companies, 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 Acquisition Sub under the Earn-out Provisions and Sections 6.3 through 6.6.
Extraordinary Transaction. INFLUENCE CHANGE EVENT; EXTRAORDINARY STOCK EVENT. Upon the occurrence of either an Extraordinary Transaction, an Influence Change Event, or an Extraordinary Stock Event, (i) this Agreement may, at Executive's option exercised in writing, be terminated as of the date of such Extraordinary Transaction, Influence Change Event, or Extraordinary Stock Event, as the case may be (an "Extraordinary Transaction Termination"), (ii) in the event of such termination contemplated by the immediately preceding Section 8(b)(i), the provisions of Section 7(e) of this Agreement shall be in effect as of the date of such Extraordinary Transaction, Influence Change Event, or Extraordinary Stock Event, as the case may be, and (iii) whether or not there is such termination, the Company shall pay to the Executive, in immediately available funds, the Extraordinary Transaction Payment, as described in Section 4(j), immediately before the occurrence of such Extraordinary Transaction, Influence Change Event, or Extraordinary Stock Event, as the case may be.
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. 11 (**) ...............................................................31 FDA.......................................................................3 Field.....................................................................3
Extraordinary Transaction. Notwithstanding anything to the contrary herein, in the event of an Extraordinary Transaction during any Earn-Out Fiscal Year, the Stockholder Representative shall have the right, at the Stockholder Representative’s option, either to (1) elect to cause Parent to deliver the Change of Control Payment to the Exchange Agent or (2) retain its rights to any remaining Contingent Payments after the Extraordinary Transaction on the terms and conditions set forth in this Agreement. Upon delivery of the Change of Control Payment to the Exchange Agent, the Stockholders, Optionholders and Warrantholders shall have no further rights to any Contingent Payments. For purposes of this Agreement, an “Extraordinary Transaction” shall be: (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of Parent, by contract or otherwise) of in excess of 50% of the voting securities of Parent, (b) Parent merges into or consolidates with any other Person, or any Person merges into or consolidates with Parent and, after giving effect to such transaction, the stockholders of Parent immediately prior to such transaction own less than 50% of the aggregate voting power of Parent or the successor entity of such transaction, (c) Parent sells or transfers all or substantially all of its assets to another Person and the stockholders of Parent immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction or (d) any transaction or series of transactions pursuant to which Parent and/or Affiliates of Parent sell, license or otherwise divest to a third party all or substantially all of the Company's business and assets.
