Upon Reclassifications, Reorganizations, Consolidations or Mergers Sample Clauses

Upon Reclassifications, Reorganizations, Consolidations or Mergers. In the event of any capital reorganization of the Company, any reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split up or combination of shares), or any consolidation or merger of the Company with or into another Person (where the Company is not the surviving Person or where there is a change in or distribution with respect to the Common Stock), each Warrant shall after such reorganization, reclassification, consolidation, or merger be exercisable for the kind and number of shares of stock or other securities or property of the Company or of the successor Person resulting from such consolidation or surviving such merger, if any, to which the holder of the number of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon exercise of such Warrant would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this Section 4.3 shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. The Company shall not effect any such reorganization, reclassification, consolidation or merger unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation or merger, shall assume, by written instrument, the obligation to deliver to the Holders of the Warrant such shares of stock, securities or assets, which, in accordance with the foregoing provisions, such Holders shall be entitled to receive upon such conversion.
Sample 1Sample 2Sample 3See All (18)
AutoNDA by SimpleDocs
Upon Reclassifications, Reorganizations, Consolidations or Mergers. In the event of any reorganization of the Company or any reclassification of the stock of the Company (other than a reorganization or reclassification (x) where there is no change in or distribution with respect to Common Stock or (y) which constitutes solely a stock dividend or subdivision, split-up, reverse stock split or combination solely of or involving solely shares of Common Stock), any consolidation or merger of the Company with or into another Person (where the Company is not the surviving Person or involving a change in or distribution with respect to the Common Stock), or sale or other transfer of the assets of the Company to another Person (involving a change in or distribution with respect to the Common Stock) which, in any such case, does not constitute a Change of Control (any such reorganization, reclassification, consolidation, merger or transfer, a “Fundamental Corporate Transaction”), each share of Series A Preferred Stock, immediately after such Fundamental Corporate Transaction, shall (1) if the Company is the surviving Person in such Fundamental Corporate Transaction, remain outstanding or be exchanged for an equivalent share of preferred stock governed by the terms of this Certificate of Designations or (2) if the Company is not the surviving Person in such Fundamental Corporate Transaction, be converted or exchanged into a security of the successor Person in such Fundamental Corporate Transaction having rights, powers and preferences as nearly equivalent as permissible under applicable law to those provided in this Certificate of Designations (with such adjustments as are appropriate to place the holders of Series A Preferred Stock in as nearly equivalent a position as permissible under applicable law following such Fundamental Corporate Transaction as compared to immediately prior to such Fundamental Corporate Transaction); provided that, immediately following such Fundamental Corporate Transaction, each such share of Series A Preferred Stock or other security (as applicable) shall be convertible into the kind and number of shares of stock or other securities or other property (including cash) of the Company or of the successor Person resulting from such Fundamental Corporate Transaction or to which such assets are transferred, if any, to which a holder of such share of Series A Preferred Stock would have been entitled upon such Fundamental Corporate Transaction assuming such share of Series A Preferred Stock had been converted pur...
Sample 1Sample 2
Upon Reclassifications, Reorganizations, Consolidations or Mergers. In the event of (i) any capital reorganization of the Company, (ii) any reclassification or recapitalization of the stock of the Company (other FOIA CONFIDENTIAL TREATMENT REQUEST BY CSG SYSTEM INTERNATIONAL, INC. Exhibit 10.22I
Sample 1
Upon Reclassifications, Reorganizations, Consolidations or Mergers. (i) In the event of any capital reorganization of the Company, any reclassification of any of the Common Units, or any consolidation, combination or merger of the Company with or into another company, in each case not resulting in a Change of Control, where the Company is not the surviving company or where there is a change in or distribution with respect to the Units, each Warrant, effective at the close of business on the date such reorganization, reclassification, consolidation, or merger shall become effective, shall thereafter be exercisable for the kind and number of membership interests or other securities or property (including cash) receivable upon the consummation of such reorganization, reclassification, consolidation or merger, by a holder of the number of Common Units deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon exercise of such Warrant and, except as specified in Section 4.01(g), otherwise shall have the same terms and conditions applicable immediately prior to such time of such reorganization, reclassification, consolidation or merger. The provisions of this clause (i) shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers.
Sample 1
Upon Reclassifications, Reorganizations, Consolidations or Mergers. In the event of (i) any capital reorganization of the Company, (ii) any reclassification of the shares of the Company (other than as a result of a share dividend or subdivision, split up or combination or reverse share split of shares), (iii) any sale, transfer, lease or conveyance to another entity of all or substantially all of the property of the Company, (iv) any statutory exchange of securities of the Company with another entity (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes the Ordinary Shares, (v) any consolidation or merger of the Company with or into another entity (where the Company is not the surviving entity or where there is a change in or distribution with respect to the Ordinary Shares), (vi) any liquidation, dissolution or winding up of the Company, in the case of each of clauses (i) through (vi), in which the Ordinary Shares are converted into, exchanged for or purchased for a different number, type or amount of shares or other securities or assets (clauses
Sample 1

Related to Upon Reclassifications, Reorganizations, Consolidations or Mergers

  • Reclassification, Reorganization and Consolidation In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 7(a) above), then the Company shall make appropriate provision so that the holder of this Warrant shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof, including Sections 7(a), shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

  • Consolidations and Mergers The Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except:

Time is Money Join Law Insider Premium to draft better contracts faster.