Merger or Change of Control. If Customer is merged into an Entity that, prior to such merger, was not an Affiliate of Customer, and such Entity is the survivor of such merger (the "Surviving Entity"), then (i) the provisions of this Agreement shall continue to apply to all Customer Accounts which were subject to this Agreement prior to such merger, but shall not apply to any Customer Accounts of the Surviving Entity or any of its Affiliates which were not subject to this Agreement prior to such merger and (ii) the Surviving Entity, as Customer's successor-in-interest, shall continue to be bound by Customer's obligations hereunder. If there is a Change of Control of Customer, then the provisions of this Agreement shall continue to apply to all Customer Accounts of Customer and its Affiliates immediately prior to such Change of Control, but shall not apply to any Customer Accounts of the Entity or Entities that Acquire Control of Customer which were not subject to this Agreement prior to such Change of Control.
Merger or Change of Control. If Customer is merged into an Entity and such Entity is the survivor of such merger (the "Surviving Entity"), then (i) the provisions of this Agreement shall continue to apply to all Customer Accounts which were subject to this Agreement prior to such merger and (ii) the Surviving Entity, as Customer's successor-in-interest, shall continue to be bound by Customer's obligations hereunder. If there is a Change of Control of Customer, then the provisions of this Agreement shall continue to apply to all Customer Accounts of Customer and its Affiliates that were subject to this Agreement immediately prior to such Change of Control, but shall not apply to any accounts of the Entity that Acquires Control of Customer which were not subject to this Agreement prior to such Change of Control.
Merger or Change of Control. On each occasion that the Company and/or its Successors or Affiliates are involved in a merger or in the event of a Change of Control of the Company, the following will apply:
Merger or Change of Control. In the event of a merger or Change of Control, the Warrant will be treated as the Board determines (subject to the Accelerated Vesting provisions set forth in the Notice of Grant) without Participant’s consent, including, without limitation, that (i) the Warrant will be assumed, or a substantially equivalent Warrant will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to Participant, that Participant’s Warrant will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) the Warrant will vest and become exercisable in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Board determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of the Warrant in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of the Warrant as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Board determines in good faith that no amount would have been attained upon the exercise of the Warrant, then the Warrant may be terminated by the Company without payment), or (B) the replacement of the Warrant with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 12(c), the Board will not be obligated to treat all awards, all awards held by Participant, or all awards of the same type, similarly.
Merger or Change of Control. In the event of a merger or Change of Control, each outstanding Option shall be treated as the Board of Directors determines, including, without limitation, each Option may be assumed or an equivalent stock award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation with a stock aware of commensurate value. Notwithstanding the foregoing, in the event that the successor corporation does not assume or substitute other stock for the Options, any remaining unvested Option will vest upon the occurrence of the merger or Change of Control. In addition, if this Agreement is not assumed or an equivalent award substituted in the event of a merger or Change of Control, the Board of Directors shall notify the Executive in writing or electronically and shall specify that the unvested Options shall be exercisable for a period of time determined by the Board of Directors in its sole discretion, and upon exercise of the Options by the Executive, the Executive shall receive the same consideration (in exchange for the shares of common stock received upon exercise of the Option) as the other holders of common stock of the Company received in the merger or Change of Control transaction. Any Options not assumed or substituted for shall terminate upon the expiration of such period for no consideration.
Merger or Change of Control. Until the full conversion of the Preference Shares, in the event that the Company consolidates with or merge with or into any other Person, or undergoes a Change in Control, then the Company may on giving thirty (30) days written notice to the Subscriber, require that the Subscriber convert all the Preference Shares then held by the Subscriber into Ordinary Shares upon the terms and conditions set forth in the Conditions. If the Subscriber does not comply with such demand, the Company may redeem all Preference Shares held by the Subscriber at the Redemption Price.
Merger or Change of Control. If CUSTOMER is merged into an Entity that, prior to such merger, was not an Affiliate of CUSTOMER, and such Entity is the survivor of such merger (the “Surviving Entity”), then (i) the provisions of this Agreement shall continue to apply to all CUSTOMER Accounts which were subject to this Agreement prior to such merger, but shall not apply to any accounts of the Surviving Entity which were not subject to this Agreement prior to such merger and (ii) the Surviving Entity, as CUSTOMER’s successor-in-interest, shall continue to be bound by CUSTOMER’s obligations hereunder. If there is a Change of Control of CUSTOMER, then the provisions of this Agreement shall continue to apply to all CUSTOMER Accounts of CUSTOMER immediately prior to such Change of Control, but shall not apply to any accounts of the Entity that acquires control of CUSTOMER which were not subject to this Agreement prior to such Change of Control.
Merger or Change of Control. Any transfer of 51% or more in equity interest ownership of Operator (other than to an investor financing Operator's FBO operation, provided, however, that Operator shall maintain operational control and Operator shall provide documentation to Board to ensure that Operator maintains such control) must have prior written approval of the Board. Board may request assurances of the capability of the new owner to assume the responsibilities of the Operator hereunder, including, but not limited to, imposition of net worth covenants and demonstration of licenses required under governmental regulations.
Merger or Change of Control. Until the full conversion of all the Convertible Debt, in the event that the Company consolidates with or merge with or into any other Person, or undergoes a Change in Control, then the Company may on giving thirty (30) days written notice to the Subscriber, require that the Subscriber convert all the Convertible Debt then held by the Subscriber into Ordinary Shares upon the terms and conditions set forth in the Conditions. If the Subscriber does not comply with such demand, the Company may redeem all Convertible Debt held by the Subscriber at the Redemption Price.
Merger or Change of Control. On each occasion that the Company and/or its Successors or Affiliates are involved in a merger or in the event of a Change of Control of the Company, the following will apply: Within 10 days of the Company’s decision to effect a Change of Control or enter into a Merger, the Company will notify ACPA of the same and will provide updates as significant information becomes available. Any confidential information shared with ACPA in relation to a Change of Control or Merger will be the subject of a proper confidentiality undertaking. This Agreement will remain in full force and effect and the recognition now in effect issued by the Canada Industrial Relations Board (Board) will not be affected in any way except as otherwise governed by the Canada Labour Code or as directed by the Board. The Company will enter into negotiations with ACPA relative to protection of employees' seniority and other existing or new conditions of this Agreement. Failing settlement, provisions of the Canada Labour Code will apply. No Pilot who suffers a reduction in his or her Position as a result of a Change of Control or Xxxxxx will suffer any loss of pay. No Pilot will be involuntarily relocated from one Base to another as a result of a Change of Control or Merger. ACPA has the right in its sole discretion, upon written notice to the Company within 60 days from the date of the Change of Control or Merger event and, subject to the requirements under the Canada Labour Code, to either: extend the duration of this Agreement for a period of one, two, or three years at ACPA’s option, beyond its original expiration with annual across-the-board wage, expense, benefit and MPU increases equivalent to the increase, if any, in the consumer price index plus 2% to be effective on the original expiration date and on each annual anniversary of the original expiration date thereafter; or, amend the expiration date of the Collective Agreement to an earlier date; such date will be no earlier than 60 days from the date of the aforementioned written notice to the Company. Air Canada mainline ASMs will be consolidated, if applicable, with the mainline ASMs of the other carrier and its affiliate(s). Air Canada’s Capacity Purchase Agreement ASMs will be consolidated, if applicable, with the other carrier’s and its affiliate’s Capacity Purchase Agreement or Regional Carrier ASMs; Any such new consolidated Mainline/Capacity Purchase Agreement ASM ratio will be maintained as the new Mainline/Capacity Purchase ...
