Terms of the Reorganization Sample Clauses

Terms of the Reorganization. ............................ 9 The Reorganization........................................ 9
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Terms of the Reorganization. 3 ----------- 2.1 The Closing.............................................................................3 2.2 Acquisition.............................................................................4 2.3 Outstanding Options of Target Companies.................................................4 2.4 Effective Time of the Acquisition.......................................................4 2.5 Exchange of Ownership Interests.........................................................4 2.6 [Composition of Danzer's Board of Directors.............................................4 2.7 Executive Management Team of Xxxxxx.....................................................5 2.8 Executive Officers and Board of Directors of each Xxxxxx Subsidiary.....................5 2.9
Terms of the Reorganization. Section 2.05 of the Acquisition Agreement is hereby amended to give effect to the forward split of the issued and outstanding Sensar common stock by doubling the share amounts of the Sensar common stock so that "8,000,000" is replaced with "16,000,000" and "5,500,000" is replaced with "11,000,000." In addition, the number "4" contained in the formula calculating the number of additional shares to be issued under certain circumstances is replaced by the number "2."
Terms of the Reorganization. ATC shall issue to the Shareholders 1,100,000 shares of ATC Common Stock in exchange for all 3,928,571 shares of NDSCo Stock issued, outstanding and held by the Shareholders.
Terms of the Reorganization. If a Reorganization Notice is delivered, the acquisition of Net shall be accomplished either as an acquisition of Net as a wholly-owned subsidiary of Sensar or through a merger of Net with and into Sensar, in accordance with the representations, covenants, and conditions set forth in this Agreement. All of the issued and outstanding shares, and rights to acquire shares, of Net shall be cancelled as of the effective time of the merger and Sensar shall issue an aggregate of 8,000,000 shares of Sensar common stock to the former holders of Net Stock, including the holders, other than Sensar, of any rights to acquire Net Stock, pro rata, as each holder's rights may be determined by the board of directors of Net; provided that in addition to such 8,000,000 shares, options or a plan to issue options existing as of the Closing to acquire Net Stock will be assumed as options to acquire a maximum of 5,500,000 shares of Sensar Common Stock. If the amount received by Sensar with respect to the short term notes receivable reflected on the financial statements of Sensar as of September 30, 1999 on or before the date that is 60 days subsequent to the due date of such receivables, when added to the net cash held by Sensar at the Closing is less than $4.5 million, the number of shares of Sensar stock to be delivered to the former holders of Net stock shall be increased, in the aggregate, by the number of shares calculated in accordance with the following formula: [$4.45 million - (net cash + amount received with respect to the short-term receivables on or before sixty days subsequent to the due date)] by 4 = number of shares. For purposes of this calculation "net cash" shall mean the cash held by Sensar as of the Closing plus the amount due from Net for amounts advanced by Sensar under the Funding (including accrued interest) less the liabilities of Sensar as of the Closing, excluding any liability for which Sensar is indemnified by Howard S. Landa under the provisions xx Xxxxxxx 0.00 and to the extent then included, any deferred gain reflected as a liability on the balance sheet of Sensar.
Terms of the Reorganization. The consideration for the reorganization as contemplated herein and the acquisition of Solutions as a wholly-owned subsidiary of CTI, subject to all of the terms, covenants, and conditions set forth in this Agreement, shall be exchange of 250,000 shares of restricted common stock of CTI for all of the issued and outstanding shares of Solutions.
Terms of the Reorganization. The parties have also agreed to a stock distribution to all shareholders and option holders of Net2Wireless of .074074 shares for each share previously outstanding. In order to accommodate this distribution, Section 2.05 of the Acquisition Agreement, as previously amended by the terms of the First Amendment dated January 4, 2000, is hereby amended to increase the aggregate shares of Sensar common stock to be issued to the holders of Net Stock and rights to acquire Net Stock (other than as set forth below) from 16,000,000 to 17,185,185. In addition, Sensar shall assume the obligations under the option held by Partner Communications Company, Ltd., and options issued by Net2Wireless to employees, officers, directors, and consultants, which shall be increased from a maximum of 11,000,000 shares to a maximum of 11,814,815 shares. Finally, Sensar shall issue shares of Sensar common stock in addition to those set forth above, equal to the number of shares sold in the Series A Placement, as such shares may subsequently be adjusted under the governing terms of that placement.
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Terms of the Reorganization. The consideration for the reorganization as contemplated herein and the acquisition of PHS as a wholly-owned subsidiary of CTI, subject to all of the terms, covenants, and conditions set forth in this Agreement, shall be the issuance to the Shareholders of 75,000 shares of restricted CTI Common Stock. The shares of CTI Common Stock will be delivered to the Shareholders, pro rata in proportion to the shares of PHS currently held by each as set forth on Exhibit "A" to this Agreement.
Terms of the Reorganization 

Related to Terms of the Reorganization

  • The Reorganization (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time.

  • Pre-Closing Reorganization Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.

  • Corporate Reorganization In the event that the Company changes ownership, merges with another company or in any way changes its corporate identity, this Agreement will remain in full force and effect and the Union recognition now in effect and/or the certificate issued by the Canada Labour Relations Board then in existence shall not be affected in any way except as otherwise governed or directed by the Board. The Company further agrees to enter into negotiations with the Union relative to protection of employees' seniority and other conditions of this Agreement. Failing settlement, the provisions of the Canada Labour Code will apply.

  • Capital Reorganization If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

  • Adjustment for Reorganization If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”), then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

  • Section 368 Reorganization For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

  • Merger or Reorganization If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.

  • Adjustment for Merger or Reorganization, etc Subject to the provisions of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stock.

  • Merger or Consolidation Conversion Reorganization Section 3.Master Feeder Structure Section 4.Absence of Appraisal or Dissenters’ Rights Section 5.Reclassification of the Trust ARTICLE IX AMENDMENTS Section 1.

  • Tax-Free Reorganization The Merger is intended to be a tax-free plan or reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

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