Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such merger or consolidation 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, including the parent corporation of such surviving entity) at least 50% of the 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 11 contracts
Samples: Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entitySurviving Entity (as defined below)) at least more than 50% of the total 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 11 contracts
Samples: Indemnity Agreement (Skillsoft Corp.), Indemnity Agreement (ATI Physical Therapy, Inc.), Indemnity Agreement (Skillsoft Corp.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entitySurviving Entity) at least 50% more than fifty-one percent (51%) of the total 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 7 contracts
Samples: Indemnification Agreement (Carisma Therapeutics Inc.), Indemnification Agreement (Cue Health Inc.), Indemnification Agreement (Inozyme Pharma, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company Corporation with any other entity, unless such 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, including the parent corporation of such surviving entity) at least 50% more than fifty-one percent (51%) of the total 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 4 contracts
Samples: Form of Indemnification Agreement (Albertsons Companies, Inc.), Form of Indemnification Agreement (Keane Group, Inc.), Form of Indemnification Agreement (Albertsons Companies, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entitySurviving Entity (as defined below)) at least more than fifty percent (50% %) of the total 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 3 contracts
Samples: Indemnification Agreement (Surf Air Mobility Inc.), Indemnification Agreement (Surf Air Mobility Inc.), Indemnification Agreement (Cepton, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entitySurviving Entity) at least more than fifty percent (50% %) of the total 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 3 contracts
Samples: Indemnification Agreement (Akoustis Technologies, Inc.), Indemnification Agreement (SportsTek Acquisition Corp.), Indemnification Agreement (SportsTek Acquisition Corp.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entity) at least 50% of the 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 2 contracts
Samples: Indemnification Agreement (Storage Technology Corp), Form of Indemnification Agreement (Fisher Scientific International Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company or Holdings with any other entity, unless such other than a merger or consolidation which would result in the voting securities of the Company or Holdings 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, including the parent corporation of such surviving entity) at least 50more than 51% of the total 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 2 contracts
Samples: Indemnification Agreement (Generac Holdings Inc.), Indemnification Agreement (Generac Holdings Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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 entityentity or its ultimate parent, including the parent corporation of such surviving entityas applicable) at least 50more than 51% of the total 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 or its ultimate parent, as applicable;
Appears in 2 contracts
Samples: Indemnification Agreement (Arsanis, Inc.), Indemnification Agreement (Arsanis, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other of this entity, unless such of this 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 eithis by remaining outstanding or by being converted into voting securities of the surviving entity, including the parent corporation of such surviving entity) at least 50more than 51% of the total 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 of this governing body of such surviving entity;
Appears in 2 contracts
Samples: Officer Retainer Agreement (Kronos Advanced Technologies Inc), Officer Retainer Agreement (Kronos Advanced Technologies Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving or successor entity) at least more than 50% of the total 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;; (iv)
Appears in 2 contracts
Samples: Transition and Retirement Agreement (Faro Technologies Inc), Indemnification Agreement (Zendesk, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entity) at least 50% more than fifty and one-tenth percent (50.1%) of the total 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, unless such 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, including the parent corporation of such surviving entity) at least 50more than 51% of the total 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;; On Assignment, Inc. Indemnification Agreement
Appears in 1 contract
Corporate Transactions. The effective date of a merger or consolidation of the Company Corporation with any other entity, unless such 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, including the parent corporation of such surviving entity) at least 50more than 51% of the total 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 1 contract
Samples: Indemnification Agreement (Adeona Pharmaceuticals, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entityentity (other than an affiliate of the Company), unless such 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, including the parent corporation of such surviving entity) at least 50more than 51% of the total 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 (Delek Logistics Partners, LP)
Corporate Transactions. The effective date of a merger merger, takeover or consolidation of the Company with any other entity, unless such merger other than a merger, takeover 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, including the parent corporation of such surviving entity) at least more than 50% of the total 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 merger, share exchange or consolidation of the Company with any other entity, unless such merger other than a merger, share exchange or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger merger, share exchange or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity, including the parent corporation of such surviving entity) at least more than 50% of the total combined voting power of the voting securities of the surviving entity outstanding immediately after such merger merger, share exchange 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
Samples: Indemnification Agreement (Philip Morris International Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entity) at least 50more than 51% of the total combined voting power of RigNet D&O Indemnity Agreement 5 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 merger, share exchange or consolidation of the Company with any other entity, unless such merger other than a merger, share exchange or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger merger, share exchange or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity, including the parent corporation of such surviving entity) at least more than 50% of the total combined voting power of the voting securities of the surviving entity outstanding immediately after such merger merger, share exchange 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, unless such 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, including the parent corporation of such surviving or successor entity) at least more than 50% of the total 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 1 contract
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such other than a merger or consolidation 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, including the parent corporation of such surviving entity) at least 50% more than a majority of the total combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with which such shares give the holder(s) thereof the power to elect at least a majority of the board of directors or other governing body of such surviving entity;; (iv)
Appears in 1 contract
Samples: Separation Agreement
Corporate Transactions. The effective date of a merger or consolidation of the Company S&W or any of its subsidiaries with any other entity, unless such other than a merger or consolidation that would result in the voting securities of the Company S&W 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, including the parent corporation of such surviving entity) at least more than 50% of the total 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 1 contract
Samples: Agreement and Plan of Merger (Smith & Wesson Holding Corp)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entity) at least more than 50% of the total 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 (or otherwise direct the management and policies) of such surviving entity;
Appears in 1 contract
Samples: Indemnification Agreement (Paymentus Holdings, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entitySurviving Entity) at least 50% two-thirds (2/3) of the total 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;
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Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such other than a merger or consolidation 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, including the parent corporation of such surviving entity) at least 50% more than a majority of the total combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with consolidation, which such shares give the holder(s) thereof 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, unless such 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, including the parent corporation of such surviving entity) at least 50% more than thirty percent (30%) of the total 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;
Appears in 1 contract
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entity) at least 50% more than fifty-one percent (51%) of the total 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: Form of Indemnification Agreement (Monster Beverage Corp)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, unless such 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, including the parent corporation of such surviving entity) at least more than fifty percent (50% %) of the total 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 1 contract
Samples: Indemnification Agreement (Echo Therapeutics, Inc.)