Sale or Merger of the Company. In the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity, the 4.99% restriction will immediately be released and the Warrant Holder will have the right to exercise the warrants concurrent with the sale.
Sale or Merger of the Company. Upon a Change in Control, the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event. For purposes of this Warrant, the term “Change in Control” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company in a transaction or series of transactions.
Sale or Merger of the Company. Upon a Merger Transaction, the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Merger Transaction. For purposes of this Warrant, the term “Merger Transaction” shall mean a consolidation or merger of the Company into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company.
Sale or Merger of the Company. In the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity, the Warrant Holder will have the right to exercise the warrants concurrent with the sale.
Sale or Merger of the Company. In the event of a sale or merger of substantially all of the Company or an underwritten public offering of the Common Stock, then (i) the Company will give the Warrant Holder at least 70 days notice before the closing of such a transaction, with the Investor having the right to waive such notice requirement, and (ii) in the event of the closing of any such transaction, the 4.99% restriction will immediately be terminated and the Warrant Holder will have the right to exercise the Warrants concurrent with the closing of the sale or underwritten public offering; provided, however that, so long as the Warrant Holder and/or its affiliates own, directly or beneficially, in excess of 4.99% of the then outstanding number of shares of Common Stock, the restrictions on the voting rights of the Warrant Holder shall remain and continue in effect with respect to twenty-five percent (25%) of the shares of Common Stock which the Warrant Holder and/or its affiliates then own.
Sale or Merger of the Company. 17. Xxxxxxxx agrees that in the event it sells, merges, or transfers all or substantially all of its business operations as they exist as of the date of this Agreement, whether such sale is structured as a stock or asset sale, merger or transfer, it shall include in any contract for sale, merger, or transfer a provision binding the purchaser, or any successor in interest thereto, to the obligations described in this Agreement.
Sale or Merger of the Company. The Letter Agreement is hereby amended by adding the following Section 12: Subject to the terms and conditions of the Letter Agreement, in the event the strategic alternative process announced by the Company on January 14, 2008 results in the sale or merger of the Company, you will be eligible to receive a success bonus to the extent there is a pool of funds (hereinafter the “Success Bonus Fund”) if the sale price or merger value of the Company exceeds transactional share price levels to be defined at a future date by the Special Committee of the Board of Directors of the Company overseeing the strategic alternative process (the “Special Committee”). Your success bonus will be based on a discretionary award, if any, from the Success Bonus Fund, as determined in the sole discretion of the Special Committee. For purposes of determining a discretionary success bonus under this Section, the Special Committee will consider the level of contribution made by you to the strategic alternative process. For the avoidance of doubt, it is agreed that this success bonus will not be triggered if there is a sale or merger of a subsidiary, affiliate or division of the Company, except that if the entire Company is sold or merged within twelve (12) months after said subsidiary, affiliate or division is sold or merged, then the sale or merger of said subsidiary, affiliate or division will be deemed to be part of the sale or merger of the entire Company for purposes of determining a success bonus hereunder. If a bonus under this Section becomes payable, it will be paid in one lump sum in cash or securities (as may be determined by the Special Committee in the event such bonus is earned from a sale or merger in which securities are the form of consideration) within 30 days after the occurrence of the event allowing for such bonus.
Sale or Merger of the Company. Except as provided in Section 4.4 herein, if, within 12 months of the commencement of Executive's employment hereunder as specified in Section 2.1, the Company sells all or substantially all of its assets to an unaffiliated third party, or merges with or into an unaffiliated third party in a transaction in which the Company is not the surviving entity, then, and subject in either case to consummation of such transaction, the Company shall pay Executive either (i) two percent of the aggregate cash, securities or other consideration received by the Company from the sale of all or substantially all of its assets, or (ii) an amount, in cash, equal to two percent of the value (as of the date of consummation of the merger) of the aggregate cash, securities or other consideration distributed to the Company's shareholders in the merger; provided, however, that the Company shall have no obligation to make any payment to Executive under this Section 3.8 if, following consummation of the sale of assets or merger transaction, Executive is employed as the chief executive or chief operating officer of the acquiring or surviving entity in the transaction.
Sale or Merger of the Company. In the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity, notwithstanding anything in this Warrant to the CHGO1\30855548.5 contrary the Warrant Holder will have the right to immediately exercise the warrant concurrent with the sale.
Sale or Merger of the Company. Upon a Change in Control, the restriction contained in Section 6(ii) shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event, unless the Warrant Holder notifies the Company within five (5) days of the Change in Control event that the Warrant Holder wishes to retain such restriction. For purposes of this Warrant, the term “Change in Control” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all, or substantially all, of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company in a transaction or series of transactions.
