Common use of Reorganization Event Agreements Clause in Contracts

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Helbiz, Inc.), Agreement and Plan of Merger (Helbiz, Inc.), Registration Rights Agreement (AdaptHealth Corp.)

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Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1112, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 4 contracts

Samples: Investment Agreement (Knoll Inc), Investment Agreement (US Foods Holding Corp.), Registration Rights Agreement (Zix Corp)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 3 contracts

Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1112, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock Capital Stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 3 contracts

Samples: Investment Agreement (GoHealth, Inc.), Investment Agreement (Bright Health Group Inc.), Investment Agreement (Box Inc)

Reorganization Event Agreements. The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 117(j), and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 3 contracts

Samples: Transaction Agreement (Garrett Motion Inc.), Transaction Agreement (Garrett Motion Inc.), Investor Rights Agreement (Garrett Motion Inc.)

Reorganization Event Agreements. The Company Borrower shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock Conversion Amount into the Exchange Property in a manner that is consistent with and gives effect to this Section 11, 13.5 and (ii) to the extent that the Company Borrower is not the surviving corporation in such Reorganization Event or will shall be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock Conversion Amount into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 3 contracts

Samples: Loan Agreement (Fluidigm Corp), Loan Agreement (Fluidigm Corp), Loan Agreement (Fluidigm Corp)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B-2 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B-2 Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 2 contracts

Samples: Investment Agreement (AdaptHealth Corp.), Investment Agreement (Flynn James E)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1112, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 2 contracts

Samples: Investment Agreement (Capital Senior Living Corp), Investment Agreement (Capital Senior Living Corp)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series Class A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1110, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series Class A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Backstop Agreement (Gores Holdings VIII Inc.)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B Preferred Stock Shares into the Exchange Property in a manner that is consistent with and gives effect to this Section 11paragraph 12, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B Preferred Stock Shares into stock shares of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Investment Agreement (Despegar.com, Corp.)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1112, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B Preferred Stock into stock Capital Stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Investment Agreement (Bright Health Group Inc.)

Reorganization Event Agreements. The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 116, and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Tax Receivable Agreement (FAST Acquisition Corp. II)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11, 12 and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will shall be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B-1 Preferred Stock into stock Capital Stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Purchase Agreement (Fluidigm Corp)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11‎‎Section 12, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Investment Agreement (Cepton, Inc.)

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Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B-2 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11, 12 and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will shall be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B-2 Preferred Stock into stock Capital Stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Purchase Agreement (Fluidigm Corp)

Reorganization Event Agreements. The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1110, and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Investment Agreement (Plymouth Industrial REIT Inc.)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1112, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Investment Agreement (Coty Inc.)

Reorganization Event Agreements. The Company Partnership shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A B Preferred Stock Units into the Exchange Property in a manner that is consistent with and gives effect to this Section 118, and (ii) to the extent that the Company Partnership is not the surviving corporation entity in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A B Preferred Stock Units into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Plymouth Industrial REIT Inc.

Reorganization Event Agreements. The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1112, and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Registration Rights Agreement (OUTFRONT Media Inc.)

Reorganization Event Agreements. The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for for, or does not interfere with or prevent (as applicable) ), conversion of the Series A C Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11, 11 and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A C Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Investment Agreement (Avon Products Inc)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock Shares into the Exchange Property in a manner that is consistent with and gives effect to this Section 1112, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock Shares into stock Capital Shares of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Investment Agreement (James River Group Holdings, Ltd.)

Reorganization Event Agreements. The Company shall not enter into any agreement for a transaction constituting a Reorganization Event, Event unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 1113, and (ii) to the extent that the Company is not the surviving corporation in such Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event.

Appears in 1 contract

Samples: Registration Rights Agreement (Pandora Media, Inc.)

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