Mergers and Reorganizations. If Crescent or its shareholders enter into an agreement to dispose of all or substantially all of the assets of Crescent by means of a sale, merger or other reorganization, liquidation or otherwise in a transaction in which Crescent is not the surviving entity, the Option shall become fully vested during the period commencing as of the date agreed to dispose of all or substantially all of the assets of Crescent and ending when the disposition of assets contemplated by that agreement is consummated or the Option otherwise terminates in accordance with its provisions or the -2- provisions hereof, whichever occurs first; provided that the Option shall not become fully vested under this paragraph on account of any agreement of merger or other reorganization when the shareholders of Crescent immediately before the consummation of the transaction will own at least 50% of the total combined voting power of all classes of securities entitled to vote of the surviving entity immediately after the consummation of the transaction. The Option shall not become immediately exercisable if the transaction contemplated in the agreement is a merger or reorganization in which Crescent will survive.
Mergers and Reorganizations. If the Company or its shareholders ---------------------------- enter into an agreement to dispose of all or substantially all of the assets of the Company by means of a sale, merger or other reorganization or liquidation, or otherwise in a transaction in which the Company is not the surviving corporation, this Option shall become immediately exercisable with respect to the full number of Shares subject to the Option during the period commencing as of the date of the agreement to dispose of all or substantially all of the assets or stock of the Company and ending when the disposition of assets or stock contemplated by the agreement is consummated or this Option is otherwise terminated in accordance with its provisions, whichever occurs first. This Option shall not become immediately exercisable, however, if the transaction contemplated in the agreement is a merger or reorganization in which the Company will survive.
Mergers and Reorganizations. If the Company or its shareholders enter into an agreement to dispose of all or substantially all of the assets of the Company by means of a sale, merger or other reorganization, liquidation or otherwise in a transaction in which the Company is not the surviving corporation, this Option will become immediately exercisable with respect to the full number of shares subject to this Option during the period commencing as of the date of the agreement to dispose of all or substantially all of the assets of the Company and ending when the disposition of assets contemplated by that agreement is consummated; provided, however, that no Option will be immediately exercisable under this Section on account of any agreement of merger or other reorganization when the shareholders of the Company immediately before the consummation of the transaction will own at least fifty percent of the total combined voting power of all classes of stock entitled to vote of the surviving entity immediately after the consummation of the transaction. This Option will not become immediately exercisable if the transaction contemplated in the agreement is a merger or reorganization in which the Company will survive.
Mergers and Reorganizations. 51 7.3 Acquisitions............................................................55 7.4 Restrictions on Liens...................................................56 7.5 Guaranties..............................................................57 7.6
Mergers and Reorganizations. The Borrower will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to, become a party to any merger, consolidation, or reorganization (any such transaction, a "Reorganization" and the term "Reorganize" shall have a correlative meaning) or enter into any Contract providing for any Reorganization, provided, however:
Mergers and Reorganizations. Each party agrees that upon (a) any merger or consolidation of such party into another person or entity, (b) any merger or consolidation to which such party is a party that results in the creation of another person or entity, or (c) any person or entity succeeding to the properties and assets of such party substantially as a whole, such party shall cause such person or entity (if other than such party) to execute an agreement of assumption to perform every obligation of such party hereunder.
Mergers and Reorganizations. In the case of any merger, --------------------------- reorganization, reclassification, recapitalization, consolidation, exchange of shares or other transaction ("Capital Transaction") in which Parent Common Stock (or any other shares or securities received in connection with a previous Capital Transaction) is exchanged for other shares, securities, or other consideration in connection with such Capital Transaction, then, for all purposes of this Agreement and the Escrow Agreement, references to the specified number of shares of Parent Common Stock and the Parent Common Stock Value shall be modified and adjusted to reflect the kind and amount of such other shares, securities, or other consideration received by holders of Parent Common Stock in connection with such Capital Transaction".
Mergers and Reorganizations. In the event of a --------------------------- liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other corporation in which the Company is not the surviving corporation, or if the Company becomes a wholly-owned subsidiary of another corporation, any unexercised portion of the Option shall be deemed cancelled unless the surviving corporation in any such merger, reorganization, or consolidation elects to assume the Option or to issue substitute options in place thereof. Notwithstanding the foregoing, if the Option otherwise would be cancelled in accordance with the preceding sentence, Optionee shall have the right, exercisable during a ten-day period ending on the fifth day prior to such liquidation, merger, or consolidation, to exercise the Option in whole or in part. In the event that Optionee exercises the Option, in whole or in part, pursuant to the provisions of this Section 10, where (a) the Company has agreed to merge with another corporation; (b) the Company is not the surviving corporation; (c) where (the "Merger Securities") will be the consideration for shares of the Company's common stock; and (d) the merger securities are not readily tradeable in any securities market, the company shall, prior to the consummation of any such Merger, repurchase the shares of common stock acquired by Optionee through exercise of the Option at a price equal to the difference between the exercise price of the Option and the fair market value of the Merger Securities.
Mergers and Reorganizations. If the Company or its shareholders enter into an agreement to dispose of all or substantially all of the assets of the Company, on a consolidated basis, by means of a sale, merger or other reorganization, liquidation or otherwise in a transaction in which the Company is not the surviving corporation, all Option Shares shall thereupon become Vested Shares and this Option will become immediately exercisable with respect to the full number of shares subject to this Option during the period commencing as of the date of the agreement to dispose of all or substantially all of the assets of the Company and ending when the disposition of assets contemplated by that agreement is consummated; provided, however, that no Option Shares will become Vested Shares under this Section on account of any agreement of merger or other reorganization when the shareholders of the Company immediately before the consummation of the transaction will own at least fifty percent of the total combined voting power of all classes of stock entitled to vote of the surviving entity immediately after the consummation of the
Mergers and Reorganizations. Notwithstanding the foregoing, Landlord --------------------------- will not unreasonably withhold its consent to Tenant's proposed Assignment of its interest in this Lease to (i) any corporation or entity which is a successor to Tenant either by merger or consolidation, (ii) a purchaser of all or substantially all of Tenant's assets, or (iii) a corporation or other entity which shall (A) control, (B) be under the control of, or (C) be under common control with, Tenant (the term "control" as used herein shall mean possession of the power, directly or indirectly, to vote more than fifty percent (50%) of the voting interests having the ordinary power for the election of management of the entity); in each of the foregoing cases, so long as (i) the principal purpose of such Assignment is not the acquisition of Tenant's interest in this Lease (except if such Assignment is made for a valid intracorporate business purpose to an entity described in clause (C) above) and is not made to circumvent the provisions of this Subsection, and (ii) any such assignee shall have a net worth, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such Assignment, equal to or greater than Tenant's net worth, as so determined, on the date of such Assignment.
