Successor Securities Clause Samples

Successor Securities. For purposes of Sections 3.9 and 3.10.d., in the event that BDSI is required or elects to issue shares of BDSI Common Stock to Arcion, such shares of Common Stock shall be deemed to include the common equity of any corporation or other entity which is a successor to the business of BDSI and the BDSI Technology by way of merger, share exchange, other business combination or asset sale.

Successor Securities. The provisions of this Agreement pertaining to shares of Ordinary Common Stock or Multi-Vote Common Stock shall apply equally to any additional shares of Ordinary Common Stock or Multi-Vote Common Stock authorized after the Effective Date and any shares of the Company, regardless of class, series, designation or par value, that are issued as a dividend on or in any other distribution in respect of, or as a result of a reclassification (including a change in par value) in respect of, shares of Ordinary Common Stock and shall also apply to any voting equity security (or, in the case of Article II, any equity security even if not voting) issued by any company that succeeds, by merger, consolidation, a share exchange, a reorganization of the Company or any similar transaction, to all or substantially all the business of the Company, or to the ownership thereof, if such security was issued in exchange for or otherwise as consideration for or in respect of shares of Ordinary Common Stock (or other shares considered as shares of Ordinary Common Stock, as provided by this Section) or Multi-Vote Common Stock in connection with such succession transaction.

Successor Securities. The provisions of this Agreement pertaining to shares of Common Stock or Voting Stock shall apply equally to any additional shares of Common Stock authorized after the Effective Date and any shares of the Company, regardless of class, series, designation or par value, that are issued as a dividend on or in any other distribution in respect of, or as a result of a reclassification (including a change in par value) in respect of, shares of Common Stock or any other shares of Voting Stock or other shares of the Company which, as provided by this section, are considered as shares of Common Stock for purposes of this Agreement and shall also apply to any voting equity security (or, in the case of Article II, any equity security even if not voting) issued by any company that succeeds, by merger, consolidation, a share exchange, a reorganization of the Company or any similar transaction, to all or substantially all the business of the Company, or to the ownership thereof, if such security was issued in exchange for or otherwise as consideration for or in respect of shares of Common Stock (or other shares considered as shares of Common Stock, as provided by this Section) in connection with such succession transaction.

Successor Securities. 17 Taxes ....................................................... 17

Successor Securities. If there shall be any change in or exchange of the outstanding Parent Shares prior to the issuance of Parent Shares pursuant to Section 2.1(c), by reason of a recapitalization, reorganization or exchange of shares including any such change or exchange effectuated by an amendment of Parent’s certificate of incorporation or by a merger or consolidation, all references in this Agreement to “Parent Shares” shall likewise refer to the shares as so changed or the shares or other securities into which the Parent Shares are so changed or exchanged. The provision of this Section 2.1(f) shall apply to each such successive change or exchange.

Successor Securities. As an additional inducement to the Company to issue Shares to each Securityholder, each Securityholder acknowledges and agrees that Shares issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Shares to purchase Shares on a proportionate basis, shall be Transferred only, and for all purposes be treated, in the same manner as, and be subject to the same options with respect to, the Shares which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase stock on a proportionate basis were granted. In the event of a merger of or exchange involving the Company where this Agreement does not terminate, partnership units, membership units or shares of common stock (and/or securities convertible into such units or shares) which are issued in exchange for Shares shall thereafter be deemed to be Shares subject to the terms of this Agreement.