Reorganization Events any consolidation or merger of the issuer of any underlying stock, or any surviving entity or subsequent surviving entity of that issuer, with or into another entity, other than a merger or consolidation in which that issuer is the continuing corporation and in which the common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of that issuer or another issuer, - any sale, transfer, lease or conveyance to another entity of the property of the issuer of any underlying stock or any successor as an entirety or substantially as an entirety, - any statutory exchange of securities of the issuer of any underlying stock or any successor of that issuer with another issuer, other than in connection with a merger or acquisition, or - any liquidation, dissolution or winding up of the issuer of any underlying stock or any successor of that issuer, the Closing Price of that underlying stock will be deemed to be equal to the Transaction Value in respect of that underlying stock. The "Transaction Value" in respect of any underlying stock will be the sum of:
Reorganization Events. (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination);
Reorganization Events any consolidation or merger of eBay, or any surviving entity or subsequent surviving entity of eBay, with or into another entity, other than a merger or consolidation in which eBay is the continuing corporation and in which the common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of eBay or another issuer; - any sale, transfer, lease or conveyance to another corporation of the property of eBay or any successor as an entirety or substantially as an entirety; - any statutory exchange of securities of eBay or any successor of eBay with another issuer, other than in connection with a merger or acquisition; or - any liquidation, dissolution or winding up of eBay or any successor of eBay, each holder of the SEQUINS will have the right to receive a Maturity Payment per SEQUINS of (i) cash in an amount equal to the Exchange Ratio multiplied by the sum of clauses (1) and (2) in the definition of "Transaction Value" below and (ii) the number of Marketable Securities received for each share of stock in the Reorganization Event multiplied by the Exchange Ratio. The "Transaction Value" will be the sum of:
Examples of Reorganization Events in a sentence
The above provisions of this Section shall similarly apply to successive Reorganization Events.
For purposes of adjustments for Reorganization Events, in the case of a consummated tender or exchange offer or going-private transaction involving Reorganization Property of a particular type, Reorganization Property will be deemed to include the amount of cash or other property paid by the offeror in the tender or exchange offer with respect to such Reorganization Property (in an amount determined on the basis of the rate of exchange in such tender or exchange offer or going-private transaction).
The above provisions of this Section 13 shall similarly apply to successive Reorganization Events and the provisions of Section 12 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.
The above provisions of this Section 15 shall similarly apply to successive Reorganization Events and the provisions of Section 14 shall apply to any shares of Capital Stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event.
The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of Capital Stock received by the holders of the Common Stock in any such Reorganization Event.
More Definitions of Reorganization Events
Reorganization Events any consolidation or merger of Motorola, or any surviving entity or subsequent surviving entity of Motorola, with or into another entity, other than a merger or consolidation in which Motorola is the continuing corporation and in which the common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of Motorola or another issuer, - any sale, transfer, lease or conveyance to another corporation of the property of Motorola or any successor as an entirety or substantially as an entirety, - any statutory exchange of securities of Motorola or any successor of Motorola with another issuer, other than in connection with a merger or acquisition, or - any liquidation, dissolution or winding up of Motorola or any successor of Motorola, each Holder of the ELKS will have the right to receive cash in an amount per $10 principal amount of ELKS equal to the Exchange Rate multiplied by the Transaction Value (as defined below). The "Transaction Value" will be the sum of:
Reorganization Events any consolidation or merger of Texas Instruments, or any surviving entity or subsequent surviving entity of Texas Instruments, with or into another entity, other than a merger or consolidation in which Texas Instruments is the continuing corporation and in which the common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of Texas Instruments or another issuer; - any sale, transfer, lease or conveyance to another corporation of the property of Texas Instruments or any successor as an entirety or substantially as an entirety; - any statutory exchange of securities of Texas Instruments or any successor of Texas Instruments with another issuer, other than in connection with a merger or acquisition; or - any liquidation, dissolution or winding up of Texas Instruments or any successor of Texas Instruments, each holder of the SEQUINS will have the right to receive a Maturity Payment per SEQUINS of
Reorganization Events any consolidation or merger of Intel, or any surviving entity or subsequent surviving entity of Intel, with or into another entity, other than a merger or consolidation in which Intel is the continuing corporation and in which the common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of Intel or another issuer, - any sale, transfer, lease or conveyance to another corporation of the property of Intel or any successor as an entirety or substantially as an entirety, - any statutory exchange of securities of Intel or any successor of Intel with another issuer, other than in connection with a merger or acquisition, or - any liquidation, dissolution or winding up of Intel or any successor of Intel, each Holder of the ELKS will have the right to receive cash in an amount per $10 principal amount of ELKS equal to the Exchange Rate multiplied by the Transaction Value (as defined below). The "Transaction Value" will be the sum of:
Reorganization Events any consolidation or merger of Hewlett-Packard, or any surviving entity or subsequent surviving entity of Hewlett-Packard, with or into another entity, other than a merger or consolidation in which Hewlett-Packard is the continuing corporation and in which the common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of Hewlett-Packard or another issuer; - any sale, transfer, lease or conveyance to another corporation of the property of Hewlett-Packard or any successor as an entirety or substantially as an entirety; - any statutory exchange of securities of Hewlett-Packard or any successor of Hewlett-Packard with another issuer, other than in connection with a merger or acquisition; or - any liquidation, dissolution or winding up of Hewlett-Packard or any successor of Hewlett-Packard, each holder of the SEQUINS will have the right to receive a Maturity Payment per SEQUINS of (i) cash in an amount equal to the Exchange Ratio multiplied by the sum of clauses (1) and (2) in the definition of "Transaction Value" below and (ii) the number of Marketable Securities received for each share of stock in the Reorganization Event multiplied by the Exchange Ratio. The "Transaction Value" will be the sum of:
Reorganization Events any consolidation or merger of Texas Instruments, or any surviving entity or subsequent surviving entity of Texas Instruments, with or into another entity, other than a merger or consolidation in which Texas Instruments is the continuing corporation and in which the common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of Texas Instruments or another issuer; - any sale, transfer, lease or conveyance to another corporation of the property of Texas Instruments or any successor as an entirety or substantially as an entirety; - any statutory exchange of securities of Texas Instruments or any successor of Texas Instruments with another issuer, other than in connection with a merger or acquisition; or - any liquidation, dissolution or winding up of Texas Instruments or any successor of Texas Instruments, each holder of the SEQUINS will have the right to receive a Maturity Payment per SEQUINS of (i) cash in an amount equal to the Exchange Ratio multiplied by the sum of clauses (1) and (2) in the definition of "Transaction Value" below and (ii) the number of Marketable Securities received for each share of stock in the Reorganization Event multiplied by the Exchange Ratio. The "Transaction Value" will be the sum of:
Reorganization Events any consolidation or merger of Comcast, or any surviving entity or subsequent surviving entity of Comcast, with or into another entity, other than a merger or consolidation in which Comcast is the continuing corporation and in which the Class A Special common stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of Comcast or another issuer; - any sale, transfer, lease or conveyance to another corporation of the property of Comcast or any successor as an entirety or substantially as an entirety; - any statutory exchange of securities of Comcast or any successor of Comcast with another issuer, other than in connection with a merger or acquisition; or - any liquidation, dissolution or winding up of Comcast or any successor of Comcast, each holder of the SEQUINS will have the right to receive a Maturity Payment per SEQUINS of (i) cash in an amount equal to the Exchange Ratio multiplied by the sum of clauses (1) and (2) in the definition of "Transaction Value" below and (ii) the number of Marketable Securities received for each share of stock in the Reorganization Event multiplied by the Exchange Ratio. The "Transaction Value" will be the sum of:
Reorganization Events. (i) a merger, consolidation or combination of the Company with another corporation (whether or not the Company shall be the surviving corporation pursuant thereto);