Common use of Mergers, Consolidations or Sale of Assets Clause in Contracts

Mergers, Consolidations or Sale of Assets. a. If at any time there shall be a capital reorganization (other than a combination or subdivision of the Common Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, then, as a part of such reorganization, merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger or consolidation to which a holder of the Common Stock issuable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger or consolidation if this Warrant had been exercised immediately before that reorganization, merger or consolidation. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger or consolidation to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of Warrant Shares issuable upon exercise hereof) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property issuable after that event upon exercise of this Warrant.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Ligand Pharmaceuticals Inc)

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Mergers, Consolidations or Sale of Assets. a. If at any time after the date ---------------------------------------- hereof there shall be a capital reorganization (other than a combination or subdivision of the Common Stock otherwise provided for herein), or spin-off, or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger or consolidationtransaction, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganizationtransaction, merger or consolidation to which a holder of the Common Stock issuable deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger or consolidation transaction if this Warrant had been exercised immediately before that reorganization, merger or consolidationsuch transaction. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger or consolidation such transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of Warrant Shares shares of Common Stock issuable upon exercise hereof) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property issuable deliverable after that event upon exercise of this Warrant.

Appears in 1 contract

Samples: Disturbance and Attornment Agreement (Paradigm Genetics Inc)

Mergers, Consolidations or Sale of Assets. a. If at any time after the date hereof ---------------------------------------- there shall be a capital reorganization (other than a combination or subdivision of the Common Stock otherwise provided for herein), or spin-off, or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger or consolidationtransaction, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganizationtransaction, merger or consolidation to which a holder of the Common Stock issuable deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger or consolidation transaction if this Warrant had been exercised immediately before that reorganization, merger or consolidationsuch transaction. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger or consolidation such transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of Warrant Shares shares of Common Stock issuable upon exercise hereof) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property issuable deliverable after that event upon exercise of this Warrant.

Appears in 1 contract

Samples: Paradigm Genetics Inc

Mergers, Consolidations or Sale of Assets. a. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of the Common Stock otherwise provided for herein), or spin-off, or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger or consolidationtransaction, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganizationtransaction, merger or consolidation to which a holder of the Common Stock issuable deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger or consolidation transaction if this Warrant had been exercised immediately before that reorganization, merger or consolidationsuch transaction. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger or consolidation such transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of Warrant Shares shares of Common Stock issuable upon exercise hereof) hereon shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property issuable deliverable after that event upon exercise of this Warrant.

Appears in 1 contract

Samples: X-Change Corp Inc

Mergers, Consolidations or Sale of Assets. a. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of the Common Stock otherwise provided for herein), or spin-off, or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger or consolidationtransaction, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganizationtransaction, merger or consolidation to which a holder of the Common Stock issuable deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger or consolidation transaction if this Warrant had been exercised immediately before that reorganization, merger or consolidationsuch transaction. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger or consolidation such transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of Warrant Shares shares of Common Stock issuable upon exercise hereof) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property issuable deliverable after that event upon exercise of this Warrant.

Appears in 1 contract

Samples: Viacell Inc

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Mergers, Consolidations or Sale of Assets. a. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of the Common Stock otherwise provided for herein), or spin-off, or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger or consolidationtransaction, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganizationtransaction, merger or consolidation to which a holder of the Common Stock issuable deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger or consolidation transaction if this Warrant had been exercised immediately before that reorganization, merger or consolidationsuch transaction. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger or consolidation such transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of Warrant Shares shares of Common Stock issuable upon exercise hereof) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property issuable deliverable after that event upon exercise of this Warrant.

Appears in 1 contract

Samples: Salmedix Inc

Mergers, Consolidations or Sale of Assets. a. If at any time after the date ----------------------------------------- hereof there shall be a capital reorganization (other than a combination or subdivision of the Common Stock otherwise provided for herein), or spin-off, or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger or consolidationtransaction, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganizationtransaction, merger or consolidation to which a holder of the Common Stock issuable deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger or consolidation transaction if this Warrant had been exercised immediately before that reorganization, merger or consolidationsuch transaction. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger or consolidation such transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of Warrant Shares shares of Common Stock issuable upon exercise hereof) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property issuable deliverable after that event upon exercise of this Warrant.

Appears in 1 contract

Samples: Escrow Agreement (Paradigm Genetics Inc)

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