Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 372 contracts
Samples: Indemnification Agreement (Waldencast PLC), Indemnification Agreement (Aja Holdco, Inc.), Indemnification Agreement (Rubrik, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 349 contracts
Samples: Director Retainer Agreement (King Resources, Inc.), Indemnification Agreement (Xtant Medical Holdings, Inc.), Indemnification Agreement (Virpax Pharmaceuticals, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entitySurviving Entity) more than 50% of the combined voting power of the voting securities of the surviving entity Surviving Entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entitySurviving Entity;
Appears in 85 contracts
Samples: Indemnification Agreement (Fly-E Group, Inc.), Indemnification Agreement (UL Solutions Inc.), Indemnification Agreement (EyePoint Pharmaceuticals, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or successor entity) more than 50% of the combined voting power of the voting securities of the surviving or successor entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving or successor entity;
Appears in 77 contracts
Samples: Indemnification Agreement (Cerence Inc.), ] Indemnification Agreement (Brightcove Inc), Form of Officer Indemnification Agreement (Q32 Bio Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
Appears in 76 contracts
Samples: Indemnity Agreement (Viridian Therapeutics, Inc.\DE), Indemnity Agreement (Collective Audience, Inc.), Indemnity Agreement (Conduit Pharmaceuticals Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; and
Appears in 66 contracts
Samples: Indemnification Agreement (Capstone Dental Pubco, Inc.), Observer Agreement (Cipher Mining Inc.), Observer Agreement (Bitfury Top HoldCo B.V.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; and
Appears in 34 contracts
Samples: Form of Director and Officer Indemnification Agreement (Ark Restaurants Corp), Director and Officer Indemnification Agreement (Portillo's Inc.), Director and Officer Indemnification Agreement (iFit Health & Fitness Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; or
Appears in 24 contracts
Samples: Indemnification Agreement (NKGen Biotech, Inc.), Indemnification Agreement (TriSalus Life Sciences, Inc.), Indemnification Agreement (Grindr Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% fifty-one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 23 contracts
Samples: Indemnification Agreement (Syra Health Corp), Indemnification Agreement (Frontier Group Holdings, Inc.), Indemnification Agreement (Adverum Biotechnologies, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Company Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 20 contracts
Samples: Executive Employment Agreement, Indemnification Agreement (Andeavor), Indemnification Agreement (Icad Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; and
Appears in 19 contracts
Samples: Indemnification Agreement (Kodiak Gas Services, Inc.), Indemnification Agreement (Kodiak Gas Services, Inc.), Indemnification Agreement (Kodiak Gas Services, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5050.1% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 18 contracts
Samples: Indemnification Agreement (Pricesmart Inc), Indemnification Agreement (RestorGenex Corp), Indemnification Agreement (BioHorizons, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% fifty one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
Appears in 17 contracts
Samples: Indemnification Agreement (Quest Patent Research Corp), Indemnification Agreement (Cue Biopharma, Inc.), Indemnification Agreement (Akerna Corp.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50% %) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 16 contracts
Samples: Indemnification and Advancement Agreement (Reddit, Inc.), Form of Indemnification and Advancement Agreement (Abacus Life, Inc.), Indemnification Agreement (Hawaiian Holdings Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company an Indemnitor with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company an Indemnitor outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; or
Appears in 16 contracts
Samples: Deed of Indemnification (Kalera Public LTD Co), Kalera Public LTD Co, Kalera Public LTD Co
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or of consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 15 contracts
Samples: Rudolph Technologies (Rudolph Technologies Inc), Amd Amended Management Agreement (Rudolph Technologies Inc), Employment Agreement (Scient Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board Board of directors Directors or other governing body of such surviving entity;
Appears in 10 contracts
Samples: Indemnification Agreement (Dutch Bros Inc.), Indemnity Agreement (C3.ai, Inc.), Indemnification Agreement (DigitalOcean Holdings, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;.
Appears in 9 contracts
Samples: Indemnification Agreement (Phoenix Motor Inc.), Indemnification Agreement (Lemonade, Inc.), Indemnification Agreement (Nerdwallet, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% fifty-one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
Appears in 8 contracts
Samples: Form of Indemnification Agreement (Perspective Therapeutics, Inc.), Indemnification Agreement (Coursera, Inc.), Indemnity Agreement (Immersion Corp)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in entity unless the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with transaction that have the power to elect at least a majority of the board of directors or other governing body of such surviving entity;.
Appears in 8 contracts
Samples: Indemnification Agreement (Maidenform Brands, Inc.), Indemnification Agreement (Orchard Supply Hardware Stores Corp), Form of Indemnification Agreement (General Nutrition International Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
Appears in 8 contracts
Samples: Indemnification and Advancement Agreement (Montana Technologies Corp.), Indemnification and Advancement Agreement (Spectaire Holdings Inc.), Indemnification Agreement (Bassett Furniture Industries Inc)
Corporate Transactions. The effective date of a A merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) [more than 50% %] of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 7 contracts
Samples: Indemnification Agreement (GP Investments Acquisition Corp.), Employment Agreement (Electronic Cigarettes International Group, Ltd.), Employment Agreement (Electronic Cigarettes International Group, Ltd.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 7 contracts
Samples: Indemnification Agreement (TTM Technologies Inc), Indemnification Agreement (Annie's, Inc.), Indemnification Agreement (Sabre Industries, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entityentity (a “Corporate Transaction”);
Appears in 6 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Nlight, Inc.), Indemnification Agreement (Apptio Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5050.1% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; or
Appears in 6 contracts
Samples: Indemnification Agreement (Bio-Path Holdings Inc), Employment Agreement (Zogenix, Inc.), Employment Agreement (Zogenix, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after following such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 6 contracts
Samples: Indemnification Agreement (Inno Holdings Inc.), Form of Indemnification Agreement (CBTX, Inc.), Indemnification Agreement (DXP Enterprises Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;; and
Appears in 5 contracts
Samples: Indemnification Agreement (Cvent Holding Corp.), Indemnification Agreement (Dragoneer Growth Opportunities Corp. II), Indemnification Agreement (Allvue Systems Holdings, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5066.67% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 5 contracts
Samples: Indemnification Agreement (Trans World Corp), Indemnification Agreement (Stamford Industrial Group, Inc.), Indemnification Agreement (Armor Holdings Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; or
Appears in 3 contracts
Samples: Leadis Technology Inc, Leadis Technology Inc, Leadis Technology Inc
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
Appears in 3 contracts
Samples: Indemnification Agreement (NGM Biopharmaceuticals Inc), Indemnification Agreement (Abpro Corp), Indemnification Agreement (CST Brands, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5065% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 3 contracts
Samples: Indemnification Agreement (Forescout Technologies, Inc), Indemnification Agreement (Forescout Technologies, Inc), Indemnification Agreement (FireEye, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after following such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 3 contracts
Samples: Indemnification Agreement (Spirit of Texas Bancshares, Inc.), Indemnification Agreement (Allegiance Bancshares, Inc.), Indemnification Agreement (Veritex Holdings, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities Voting Securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined total voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 3 contracts
Samples: Indemnification Agreement (Accpac International Inc), Indemnity Agreement (Sames Corp), Credit Agreement (Agway Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than at least 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entityentity (a “Corporate Transaction”);
Appears in 2 contracts
Samples: Indemnification Agreement (Outerwall Inc), Indemnification Agreement (Vivint Solar, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5080% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Mosaic ImmunoEngineering Inc.), Form of Indemnification Agreement (Patriot Scientific Corp)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50% %) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the governing board of directors or other governing body of such surviving entity;
Appears in 2 contracts
Samples: Indemnification Agreement (Ameriprise Financial Inc), Indemnification Agreement (Ameriprise Financial Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% a majority of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 2 contracts
Samples: Adapthealth Corp Indemnification Agreement (AdaptHealth Corp.), Indemnification Agreement (CURO Group Holdings Corp.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% fifty one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;.
Appears in 2 contracts
Samples: Indemnification Agreement (Bottomline Technologies Inc /De/), Indemnification Agreement (Bottomline Technologies Inc /De/)
Corporate Transactions. The effective date of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
Appears in 2 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Lifelock, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; or
Appears in 2 contracts
Samples: Indemnification Agreement (William Lyon Homes), Indemnification Agreement (William Lyon Homes)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;. For purposes of this 1(b)(iii) surviving entity shall include any entity that controls, directly or indirectly, the surviving entity of such merger or consolidation; or
Appears in 2 contracts
Samples: Indemnification Agreement (Tempus AI, Inc.), Indemnification Agreement (iLearningEngines, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities shares of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities shares of the surviving entity) more than 50% of the combined voting power of the voting securities shares of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 2 contracts
Samples: Indemnification Agreement (Establishment Labs Holdings Inc.), Indemnification Agreement (Establishment Labs Holdings Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% at least a majority of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; and (iv)
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Proficient Auto Logistics, Inc), Form of Indemnification Agreement (Fortegra Group, Inc)
Corporate Transactions. The effective date of a merger merger, consolidation or consolidation of share exchange involving the Company with any other entityCorporation (a “Merger”), other than a merger or consolidation Merger which would result in the voting securities of the Company Corporation outstanding immediately prior to such merger or consolidation Merger continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation Merger and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 2 contracts
Samples: Letter Agreement (Mentor Graphics Corp), Mentor Graphics Corp
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;.
Appears in 2 contracts
Samples: Change of Control Agreement (Transwitch Corp /De), Employment Agreement (Transwitch Corp /De)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; and (iv)
Appears in 2 contracts
Samples: Indemnification Agreement (Fortegra Group, Inc), Indemnification Agreement (Fortegra Group, LLC)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
Appears in 1 contract
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;.
Appears in 1 contract
Samples: Agreement (Zoned Properties, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 1 contract
Samples: Indemnification Agreement (Thimble Point Acquisition Corp.)
Corporate Transactions. The effective date of a merger or consolidation of the Company Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Company Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 1 contract
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or of consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051 % of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Appears in 1 contract
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% a majority of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% at least a majority of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;.
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entityentity (an “Excluded Business Combination”);
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or of consolidation continuing to represent 2 (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% fifty percent of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Samples: Indemnification Agreement (Thorne Healthtech, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 51% or more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% a majority of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
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Samples: Indemnification and Advancement Agreement (Milan Laser Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5050 % of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5030% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than [50% %] of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Samples: Form of Indemnification Agreement (Cortina Systems Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to before such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; and
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Samples: Indemnification Agreement (Qualigen Therapeutics, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company Company, which are outstanding immediately prior to such merger or consolidation consolidation, continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Samples: Indemnification Agreement (Dialysis Corp of America)
Corporate Transactions. The effective date of a merger or consolidation of the Company Parent with any other entity, other than a merger or consolidation which would result in the voting securities of the Company Parent outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; and
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entitySurviving Entity) more than 50% of the combined voting power of the voting securities of the surviving entity Surviving Entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;Surviving Entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Company Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% fifty one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
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Samples: Indemnification Agreement
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity entity, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Samples: Indemnification Agreement (Ra Medical Systems, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; (iv)
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board Board of directors Directors or other governing body of such surviving entity;
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Samples: Indemnification Agreement (Aquinox Pharmaceuticals, Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5050.1% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with having the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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Samples: Indemnification Agreement (Ambassadors International Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Company Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 5051% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;;
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Samples: Indemnification Agreement (ClearSign Technologies Corp)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
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