Reorganization, Consolidation, Merger, etc Sample Clauses

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.
Reorganization, Consolidation, Merger, etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person or entity (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person or entity, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for this Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate exercise price payable upon exercise of this Warrant in its entirety, and (y) to the extent that the Holder would be entitled to receive securities (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock of the Company with respect to their Common Stock upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised this Warrant in its entirety immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate exercise price payable upon exercise of this Warrant in its entirety.
Reorganization, Consolidation, Merger, etc. In the event that the Company shall (a) effect a reorganization or recapitalization pursuant to which all of the outstanding shares of Common Stock are converted into or exchanged for other securities or property (including cash), (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person in such a way that holders of Common Stock shall be entitled to receive securities or property (including cash) with respect to or in exchange for Common Stock; then, in each such case, the Warrantholder, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization or recapitalization, consolidation, merger or sale of assets, as the case may be, shall be entitled to receive (and the Company shall be required to deliver) in lieu of the Warrant Shares issuable upon such exercise prior to such and other securities and property (including cash) to which such holder would have been entitled upon such consummation, if such Warrantholder had so exercised this Warrant immediately prior thereto. The above provision shall apply to successive reorganizations, recapitalizations, consolidations, mergers or transfers described therein.
Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person or
Reorganization, Consolidation, Merger, etc. In case the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into any other entity or (c) transfer all or substantially all of its properties or assets to any other entity under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, the Warrant shall be terminated upon such consummation or dissolution.
Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person or (c) transfer all or substantially all of the Company’s properties or assets to any other Person (each a “Business Combination”), the Holder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination) upon exercise of this Warrant immediately prior to such Business Combination would have been entitled to receive upon consummation of such Business Combination; and in such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Holder’s right to exercise this Warrant in exchange for any shares or stock or other securities or property pursuant to this paragraph.
Reorganization, Consolidation, Merger, etc. If the Common Stock at any time or from time to time after the Funding Date shall be changed to the same or different number of shares or other securities of any class or classes of stock or other property, whether by reclassification, exchange, substitution, reorganization, consolidation, merger, transfer of all or substantially all of the Company’s properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in paragraphs 3D(1), 3D(2) or 3D(3) hereof), then, and in each event, an appropriate revision to the Applicable Conversion Price shall be made and provisions shall be made (by adjustments of the Applicable Conversion Price or otherwise) so that thereafter this Note shall be convertible into the kind and amount of shares of stock or other securities or other property receivable upon reclassification, exchange, substitution, reorganization, consolidation, merger, transfer of all or substantially all of the Company’s properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution, reorganization, consolidation, merger, transfer of all or substantially all of the Company’s properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company or other change, all subject to further adjustment as provided herein.
Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. Further, pursuant to an occurrence or transaction contemplated in this paragraph, to the extent that at such time the Per Share Cash Value (as defined below) is in excess of the Exercise Price, the Company may, in its sole discretion, choose to redeem the outstanding portion of this Warrants for cash, rather than allow this Warrant to remain outstanding subsequent to any occurrence or transaction contemplated in this paragraph. In the event that the Company elects to redeem the Warrant pursuant to the immediately preceding sentence, the cash value of the outstanding portion of this Warrant shall be equal to the remainder of (I) the product of (x) the value of the consideration received by the Five-Year Warrant Common Stock holders per each share of Common Stock held by such Common Stock holders (the "Per Share Cash Value") multiplied by (y) the number of shares issuable upon exercise of the then remaining portion of this Warrant minus (II) the then current Exercise Price per share multiplied by the number of shares issuable upon exercise of the then remaining portion of this Warrant.
Reorganization, Consolidation, Merger, etc. In case that at any time the Company shall (a) effect an exchange or conversion of the Common Stock for or into securities of another corporation or other entity, (b) effect a consolidation or merger of the Company with or into any other person (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), (c) effect a sale, lease or other conveyance of all or substantially all of the assets of the Company, or (d) effect a Public Transaction (as defined in the Company's Private Placement Memorandum dated September 1, 2005), the Company shall, as a condition to the consummation of such transaction, cause its successor in interest to assume all of its obligations under this Agreement.
Reorganization, Consolidation, Merger, etc. In the event that at any time after the Original Issue Date the Company shall: