Merger of the Company. In case of a merger of the Company into another company (the “Company Merger”), the Option Underlying Shares Exchange and Cash Exchange will apply with respect to the shares of the absorbing entity received by the Beneficiary in exchange for Company Shares resulting from Stock Options which are within the scope of Article 3 above. The Exchange Ratio will be adjusted as follows: Exchange RatioAdjusted = Exchange Ratio x 1 Theoretical example of calculation of the number of Nokia Shares to be received in exchange of the absorbing company shares in case of a Company Merger Assumptions: • RatioMerger = 2 shares of the absorbing company for each Company Share • Transfer of 200 shares of the absorbing company by the Beneficiary in January 2017 after the Company Merger Exchange RatioAdjusted = 0.55 x 1/2 Exchange RatioAdjusted = 0.275 The number of Nokia Shares to be received is: 200 x 0.275 = 55
Merger of the Company. If, directly or indirectly, (a) the Company is a party to a merger or consolidation agreement with a corporation that is not a subsidiary of the Company, (b) the Company is a party to an agreement to sell substantially all of its assets to any person other than a subsidiary of the Company, or (c) any person other than the Company or one of its subsidiaries has publicly announced an offer to purchase more than 5% of the outstanding voting securities of the Company, the Committee, in its sole discretion, may provide that, for a period beginning on the later of the date six months after the Date of Grant or 15 days before the closing of any such proposed transaction, and not extending beyond the earlier of the date on which the Option would otherwise lapse and the date of the closing of such proposed transaction, notwithstanding the other provisions of this Agreement, the Option may be exercised by the Holder during such period as to 100% of the Shares subject to the Option, or such lesser percentage as the Holder may choose, and upon the closing of such proposed transaction, the Option will expire and be null and void. At least 15 days prior to the closing of such proposed transaction, the Company must notify each Holder that the Option is exercisable under this Section. If the agreement for such proposed transaction is terminated, (a) all exercises under this Section of the Option will be void ab initio (from the outset), (b) the Company will refund the applicable Option Price and withholding tax and the Holder will return any Shares issued, and (c) the Option will be reinstated and exercisable thereafter on the terms of the Option without regard to that application of this Section.
Merger of the Company. Notwithstanding any other provision of this Agreement or the Act to the contrary, but without limiting the general powers of the Board of Managers as provided herein, the Company may merge with, or consolidate into, another limited liability company or other business entity (as defined in Section 18-209(a) of the Act), upon the approval solely of the Board of Managers, and without any further act, vote, consent or approval of any member of the Company (including, without limitation, the Initial Member) or any other person or entity (including, without limitation that certain merger of the Company with and into Hanover Capital Mortgage Holdings, Inc. (the "Merger")). In connection with any such merger or consolidation of the Company (including, without limitation, the Merger), the Board of Managers, without any further act, vote, consent or approval of
Merger of the Company. The Company will not merge or consolidate with any person, corporation, limited liability company, partnership, association, or other entity, unless the surviving entity in the merger is the Company or a wholly-owned subsidiary of the Company and the surviving entity in the merger has stockholders equity (or comparable measure of net worth) on a pro forma basis as of the last day of the calendar quarter immediately preceding the consummation of the merger at least equal to the stockholders equity (or comparable measurement of net worth) of the Company as of that date.
Merger of the Company. Notwithstanding any other provision of this Agreement or the Act to the contrary, but without limiting the general powers of the Board of Directors as provided herein, the Company may merge with, or consolidate into, another limited liability company or other business entity (as defined in Section 18-209(a) of the Act), upon the approval solely of the Board of Managers, and without any further act, vote, consent or approval of any member of the Company (including, without limitation, the Initial Member) or any other person or entity (including, without limitation that certain merger of the Company with and into Hanover Capital Mortgage Holdings, Inc. (the “Merger”)). In connection with any such merger or consolidation of the Company (including, without limitation, the Merger), the Board of Directors, without any further act, vote, consent or approval of any member of the Company (including, without limitation, the Initial Member) or any other person or entity, shall approve an agreement of merger or consolidation, containing such terms as the Board of Managers determines in its sole discretion to be appropriate. In accordance with Section 18-209 of the Act (including Section 18-209(f)), notwithstanding anything to the contrary contained in this Agreement or the Act, an agreement of merger or consolidation approved by the Board of Managers may (i) effect any amendment to this Agreement, or (ii) effect the adoption of a new limited liability company agreement for the Company if it is the surviving or resulting limited liability company of the merger or consolidation. Any amendment to this Agreement or adoption of a new limited liability company agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation or as otherwise set forth therein (whether earlier or later than the effective time or date of the merger or consolidation). For purposes of clarification, and notwithstanding any other provision of this Agreement or the Act to the contrary, the Board of Managers acting alone may take any action on behalf of the Company and cause to be executed and delivered any document on behalf of the Company (including, without limitation, an agreement of merger or consolidation) in connection with or to effectuate any merger or consolidation of the Company approved in accordance with this Section 5.11 or otherwise (including, without limitation, the Merger), without any further act, vote, consent or ap...
Merger of the Company. In the event of the merger of the Company with and into any other corporation in which the Company’s shares are converted into the equity securities of the surviving entity which equity securities are registered with the Commission pursuant to the Exchange Act, this Agreement shall continue in effect and thereafter any references in this Agreement to the Company shall refer to the surviving corporation pursuant to such merger.
Merger of the Company. In the event of a merger or consolidation involving the Company, the termination date hereof shall be accelerated to the effective date of such merger or consolidation and the securities or other proceeds of any such merger or consolidation payable to the Shareholder shall be distributed pro rata to the holders of the Voting Trust Certificates in accordance with the number of Shares Deposited hereunder.
Merger of the Company. In case of any merger of the Company, then, as a condition of such merger, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the holder of this Option, so that the holder of this Option shall have the right at any time prior to the expiration of this Option to purchase, at a total price equal to that payable upon the exercise of this Option, the kind and number of shares of stock and other securities and property receivable in connection with such merger by a holder of the same number of shares of Common Stock as were purchasable by the holder of this Option immediately prior to such merger. In any such case, appropriate provisions shall be made with respect to the rights and interests of the holder of this Option so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Option Price per share payable hereunder, provided the aggregate Option Price shall remain the same. The existence of the Option granted hereunder shall not effect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalization, reorganizations or other changes in the Company's capital structure or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 152
Merger of the Company. In the event of a merger of the Company with another company through absorption of the Company by an existing or newly incorporated company, the subscription rights attached to the warrants that are still outstanding at the date of the decision of merger as well as the exercise price of the warrants will be modified in accordance with the exchange ratio applied in the merger for the shares of the Company.
Merger of the Company. In the event of any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of this Series shall at the same time be similarly exchanged or changed in an amount per whole share equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, that a holder of the Reference Package would be entitled to receive as a result of such transaction.
