Common use of Reorganization, Consolidation, Merger, etc Clause in Contracts

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 the securities and property (including cash) to which the Warrant 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.

Appears in 1 contract

Samples: Lab Holdings Inc

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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, then in each such case, the WarrantholderWarrant holder, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization or recapitalization, consolidation, merger or sale sales 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 the prior to such and other securities and property (including cash) to which the Warrant 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.

Appears in 1 contract

Samples: Labone Inc

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 the prior to such and other securities and property (including cash) to which the Warrant 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.

Appears in 1 contract

Samples: Labone Inc

Reorganization, Consolidation, Merger, etc. In the event that case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) or if the Company (or any other such corporation) 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, another corporation or (c) transfer convey 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; another corporation, then, and in each such case, the Warrantholder, Holder of this Warrant upon the exercise hereof as provided for in Section 2 1 at any time after the consummation of such reorganization or recapitalizationreorganization, consolidation, merger or sale of assets, as the case may beconveyance, shall be entitled to receive (and the Company shall be required to deliver), in lieu of the Warrant Shares issuable upon such exercise the securities and property (including cash) receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which the Warrant holder such Holder would have been entitled upon such consummation, consummation if such Warrantholder Holder had so exercised this Warrant immediately prior thereto. The above provision , in each such case, the terms of this Warrant shall apply be applicable to successive reorganizations, recapitalizations, consolidations, mergers the securities or transfers described thereinproperty received upon the exercise of this Warrant after such combination.

Appears in 1 contract

Samples: American Medical Alert Corp

Reorganization, Consolidation, Merger, etc. In the event that case at any time or from time to time, 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)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 in under any plan or arrangement contemplating the dissolution of the Company (any such event being called 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; “Capital Reorganization”), then, in each such case, as a condition to the Warrantholderconsummation of such Capital Reorganization, upon proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 2 1 at any time after the consummation of such reorganization Capital Reorganization or recapitalization, consolidation, merger or sale the effective date of assetssuch Capital Reorganization, as the case may be, shall be entitled to receive (and the Company shall be required to deliver)receive, in lieu of the Warrant Shares Common Stock issuable upon on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the Warrant holder such Holder would have been entitled upon such consummationconsummation or in connection with such Capital Reorganization, as the case may be, if such Warrantholder Holder had so exercised this Warrant Warrant, immediately prior thereto. The above provision shall apply , all subject to successive reorganizations, recapitalizations, consolidations, mergers or transfers described thereinfurther adjustment thereafter as provided in this Article 2.

Appears in 1 contract

Samples: Cyclone Power Technologies Inc

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Reorganization, Consolidation, Merger, etc. In the event that the Company shall (ai) 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), (bii) consolidate with or merge into any other person, or (ciii) transfer all or substantially PAGE 58 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 the exercise, such other securities and property (including cash) to into which the such Warrant holder would Shares shall have been entitled upon converted or exchanged pursuant to such consummation, if such Warrantholder had so exercised this Warrant immediately prior theretotransaction. The above provision shall apply to successive reorganizations, recapitalizations, consolidations, mergers or transfers described therein.

Appears in 1 contract

Samples: Labone Inc/

Reorganization, Consolidation, Merger, etc. In the event that the Company Corporation shall (ai) 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), (bii) consolidate with or merge into any other person, or (ciii) 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 WarrantholderOptionee, upon the exercise hereof as provided in Section 2 of the Option 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)receive, in lieu of the Warrant Shares issuable upon subject to the Option prior to such exercise consummation, the stock and other securities and property (including cash) to which the Warrant holder Optionee would have been entitled upon such consummation, consummation if such Warrantholder the Optionee had so exercised this Warrant the Option immediately prior thereto. The above provision shall apply to successive reorganizations, recapitalizations, consolidations, mergers or transfers described therein.

Appears in 1 contract

Samples: Stock Option Agreement (Advanced Financial Inc)

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