Common use of Reorganization of Company Clause in Contracts

Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, and in connection with such transaction the Holders receive common stock of another entity or options, warrants or other securities convertible into or exchangeable for common stock of another entity, then upon consummation of such transaction the Adjustment Right shall automatically become applicable to the common stock of such other entity. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Agreement. The successor company shall mail to Holders of Shares a notice describing the supplemental Agreement. If the issuer of securities deliverable upon exercise of Adjustment Rights under the supplemental Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Agreement. If this subsection (i) applies, subsections (a) and (b) of this Section 4 do not apply.

Appears in 8 contracts

Samples: Purchase Agreement (Blum Capital Partners Lp), Purchase Agreement (Cbre Holding Inc), Dilution Agreement (Cbre Holding Inc)

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Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, and in connection with such transaction the Holders receive common stock of another entity or options, warrants or other securities convertible into or exchangeable for common stock of another entity, then upon consummation of such transaction the Adjustment Right Option shall automatically become applicable to exercisable for the common stock kind and amount of such securities, cash or other entityassets which the holder of a Option would have owned immediately after the consolidation, merger, transfer or lease if the holder had exercised the Option immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation Corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Option Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this AgreementSection. The successor company Company shall mail to Holders of Shares Employee a notice describing the supplemental Option Agreement. If the issuer of securities deliverable upon exercise of Adjustment Rights Options under the supplemental Option Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Option Agreement. If this subsection (ic) applies, subsections (a) and (b) of this Section 4 7 do not apply.

Appears in 2 contracts

Samples: Option Agreement (Intellisys Group Inc), Option Agreement (Intellisys Group Inc)

Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, and in connection with such transaction the Holders receive common stock of another entity or options, warrants or other securities convertible into or exchangeable for common stock of another entity, then upon consummation of such transaction the Adjustment Right Warrants shall automatically become applicable to exercisable for the common stock kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after such transaction if the holder had exercised the Warrant immediately before the effective date of such other entitytransaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this AgreementSection. The successor company Company shall mail to Holders of Shares Warrant holders a notice describing the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Adjustment Rights Warrants under the supplemental Warrant Agreement is an affiliate Affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this subsection (ik) applies, subsections (a), (b) and (bc) of this Section 4 13 do not apply.

Appears in 1 contract

Samples: Warrant Agreement (Photogen Technologies Inc)

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Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, and in connection with such transaction the Holders receive common stock of another entity or options, warrants or other securities convertible into or exchangeable for common stock of another entity, then upon consummation of such transaction the Adjustment Right Option shall automatically become applicable to exercisable for the common stock kind and amount of such securities, cash or other entityassets which the holder of a Option would have owned immediately after the consolidation, merger, transfer or lease if the holder had exercised the Option immediately before the effective data of the transaction. Concurrently with the consummation of such transaction, the corporation Corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Option Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this AgreementSection. The successor company Company shall mail to Holders of Shares Employee a notice describing the supplemental Option Agreement. If the issuer of securities deliverable upon exercise of Adjustment Rights Options under the supplemental Option Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Option Agreement. If this subsection (ic) applies, subsections (a) and (b) of this Section 4 7 do not apply.

Appears in 1 contract

Samples: Option Agreement (Intellisys Group Inc)

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