Surviving Combination definition

Surviving Combination means any merger or consolidation in which the Corporation is the surviving corporation, the holders of the Series C Stock outstanding immediately prior to such transaction will hold the same number of shares of Series C Stock with substantially identical designations and preferences after such transaction as they held immediately prior to such transaction, the voting power or the number of voting shares outstanding immediately after such transaction plus the number of shares issued as a result of such transaction does not exceed by more than 49% the voting power of the total number of voting shares of the Corporation outstanding immediately prior to such transaction, and the number of voting shares issuable as a result of such transaction will not exceed by more than 49% the number of voting shares of the Corporation outstanding immediately prior to the merger.

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Surviving Combination means any merger, consolidation or other business combination by the Corporation with one or more other Persons in which the Corporation is the survivor, or a purchase of assets by the Corporation from one or more other Persons, if in either case the Corporation is thereafter required to file reports with respect to its shares of Common Stock with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.

Surviving Combination means any merger, consolidation or other business combination by the Company with one or more persons in which the Company is the survivor, or a purchase of assets by the Company from one or more other persons.

Examples of Surviving Combination in a sentence

• Following the consummation of a Non- Surviving Combination, the Warrants shall represent only the right to receive such shares of stock or other property from the Survivor upon payment of the Purchase Price prior to the Expiration Date.

• This Agreement (other than the Company's obligations with respect to Warrants previously exercised under Article III, and with respect to compensation, reimbursement and indemnification under Section 7.03) shall terminate and be of no further force and effect, provided the Company has complied with Section 3.05 hereof in the case of a Non-Surviving Combination, on the earlier of (a) the Expiration Date and (b) the consummation of a Non- Surviving Combination.

• The Warrants evidenced by this Warrant Certificate shall not be exercisable after and shall terminate and become void as of the close of business on December 31, 2004 (the "Expiration Date") or as of the closing of any Non- Surviving Combination, if earlier.

• The Warrants shall terminate and become void as of the close of business on the Expiration Date; provided, however, that the Warrants will -------- ------- terminate and become void prior to the Expiration Date in the event of a Non- Surviving Combination, pursuant to Section 3.05.

More Definitions of Surviving Combination

Surviving Combination means any merger, consolidation, or other business combination of the Corporation (other than a Permitted Merger) pursuant to which the Corporation is the surviving corporation.

Surviving Combination means any merger, consolidation or other business combination by the Company with one or more Persons in which the Company is the survivor or a purchase of assets by the Company from one or more other Persons, if as a result thereof a class of the Company’s common equity securities becomes subject to registration under the Exchange Act; provided, that, if such transaction is deemed to be a Merger Transaction, it shall not be deemed to be a “Surviving Combination”.