Merger or Other Corporate Reorganization Sample Clauses

Merger or Other Corporate Reorganization. No Loan Party shall enter into any reorganization, consolidation, amalgamation, arrangement, winding-up, merger or other similar transaction or convey, lease or dispose of all or substantially all of its assets without the prior written consent of the Noteholder Representative, except that any Subsidiary may merge, amalgamate or consolidate with any other Subsidiary that is a Loan Party, or may sell all or substantially all of its assets to any Subsidiary a Loan Party without the prior written consent of the Noteholder Representative.
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Merger or Other Corporate Reorganization. In the event of: (i) a merger where the Bank is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or (iii) any acquisition, consolidation, or other corporate reorganization where there is a change in ownership of at least fifty-one percent (51%), except that may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and Executive's employment are terminated for any reason during the two (2) year period immediately following the effective date of consummation of such merger or other corporate reorganization by either Executive or by the surviving entity, in the event of a merger; by either Executive or the transferee of assets in the event of a purchase or sale, or by either Executive or the acquiror, in the event of an acquisition of stock in the Bank, then Executive shall be entitled to the same severance benefits as contemplated by Paragraph F.5 below for a six (6) month period immediately following such termination of this Agreement; provided, however, that if, on the first business day immediately preceding the effective time of such merger or other corporate reorganization, the Bank's total assets equal $200 million or greater, then Executive shall be entitled to said severance benefits for a two (2) year period immediately following such termination. Notwithstanding the foregoing, no such severance benefits shall be payable to Executive in the event that this Agreement is terminated during the above-described two-year period for any of the reasons delineated in Paragraph 5.1 above.
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Merger or Other Corporate Reorganization. In the event of (i) a merger where Bancorp or its Bank subsidiary is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of Bancorp or its Bank subsidiary, or (iii) any acquisition, consolidation, or other corporate reorganization where there is a change in ownership of at least fifty-one percent (51%) of either corporation, except that may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and Executive's employment are terminated for any reason by either Executive or by the surviving entity during the two (2) year period immediately following the effective date of consummation of such merger or other corporate reorganization, in the event of a merger, or in the event of an acquisition of stock in Bancorp, then Executive shall be entitled to each of the following benefits: (i) the Base Salary and pro-rata share of bonus pool earned by Executive prior to the date of termination, computed up to and including that date, (ii) accrued but unused vacation time, and (iii) an amount equal to twenty-four (24) months of Executive's Base Salary in effect immediately prior to the date of termination, which shall be payable in installments in accordance with Bancorp's normal payroll periods; provided, if Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended (the "Code") as of the date of termination, payments due during the first six (6) months following the date of termination shall not be paid but shall be accumulated and paid on the first normal payroll date following the date that is six months after the date of termination. Notwithstanding the foregoing, no such severance benefit shall be payable to Executive in the event that this Agreement is terminated during the above-described two (2) year period for any of the reasons delineated in Paragraph F.1 above.
Sample 1
Merger or Other Corporate Reorganization. In the event of: (i) a merger where either the Bank or the Company fails to be the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or the Company or (iii) any acquisition, consolidation or other corporate reorganization where there is a change in ownership of at least twenty-five percent (25%) of the Company’s stock except as may result from (i) a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, or (ii) the issuance of additional shares of stock by the Company in a public stock offering or similar transaction, (collectively, a “change in control”), this Agreement shall not be terminated, and the surviving entity shall be bound by all of the provisions of the Agreement. If in connection with or within one (1) year following the effective date of such “change in control,” Executive’s employment is terminated without cause or “constructively terminated” (as defined below), Executive (or her estate, representative or administrators) shall be entitled to receive from the Bank or its successor entity, as the case may be, a lump sum payment in an amount equal to twelve (12) months’ then base salary at the time of such termination. Such payment shall be in lieu of any other payments otherwise due under this Agreement, and this Agreement shall thereupon be terminated and be of no further force or effect. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for Executive immediately prior to the change in control, or (ii) any relocation of Executive to a location more than twenty-five (25) miles from that of her principal place of business immediately prior to the change in control. Notwithstanding the preceding paragraph, if the Bank and/or the Company is not the surviving entity in any transaction contemplated above and said transaction is in any manner the result of any suggestion or order of the Department of Financial Institutions, the Federal Reserve Board or the FDIC, then, in such event, this Agreement shall terminate immediately upon the consummation of such transaction and Executive agrees that all rights, duties and obligations and benefits herein conferred shall thereupon terminate and that Executive shall be entitled to no further compensation or benefits from the Bank other than as required by applicable law. In addition, the Bank shall not be required to make ...
Sample 1
Merger or Other Corporate Reorganization. In the event of: (i) a merger where the Bank is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or (iii) any acquisition, consolidation, or other corporate reorganization where there is a change in ownership of at least fifty-one percent (S 1%), except that may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and XxXxxxxxx'x employment are terminated (a) by XxXxxxxxx within six (6) months after such merger or reorganization, or (b) by the surviving entity for any reason other than as defined in section F.1, F.2, or F.3 above, during the two (2) year period immediately following the effective date of consummation of such merger or other corporate reorganization and/or (c) XxXxxxxxx'x title, duties and responsibilities are materially reduced by the surviving entity during two (2) year period, XxXxxxxxx shall be entitled to payment of a severance benefit in an amount equal to fifty percent (50%) of his then current annual salary; provided, however, that if, on the first business day immediately preceding the effective time of such merger or other corporate reorganization, the Bank's total assets equal $200 million or greater, then XxXxxxxxx shall be entitled to payment of a severance benefit in an amount equal to one hundred percent (100%) of his then current annual salary.
Sample 1
Merger or Other Corporate Reorganization. In the event of: ----------------------------------------- (i) a merger where the Bank is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or (iii) any acquisition, consolidation or other corporate reorganization where there is a change in ownership of at least fifty-one percent (51%) except as may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and Executive's employment are terminated for any reason during the two-year period immediately following the effective date of consummation of such merger or other corporate reorganization by either Executive or by the surviving entity, in the event of a merger; by either Executive or the transferee of assets in the event of a purchase or sale; or by either Executive or the acquiror, in the event of an acquisition of stock in the Bank, then Executive shall be entitled to the same severance benefits as contemplated by Paragraph F.5 below for a nine (9) month period immediately following such termination of this Agreement; provided, however, that if, on the first business day immediately preceding the effective time of such merger or other corporate reorganization, the Bank's total assets equal $250 million or greater, then Executive shall be entitled to said severance benefits for a two (2) year period immediately following such termination. Notwithstanding the foregoing, no such severance benefits shall be payable to Executive in the event that this Agreement is terminated during the above-described two-year period for any of the reasons delineated in Paragraph F.1 above.
Sample 1

Related to Merger or Other Corporate Reorganization

  • Merger or Reorganization If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.

  • Adjustment for Consolidation, Merger or Other Reorganization Event (1) In the event of:

  • Adjustments and Corporate Reorganizations If the Company shall at any time issue Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, then the exercise price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution), or decreased in the case of such subdivision, or increased in the case of such combination (on the date that such subdivision or combination shall become effective). Upon any adjustment of the exercise price, Grantee shall thereafter (until another such adjustment) be entitled to purchase, at the new exercise price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of the Option by the exercise price in effect on the date hereof and dividing the product so obtained by the new exercise price. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of the Option), or in case of any sale or conveyance to any other corporation of the property and assets of the Company as an entirety or substantially as an entirety, as a condition to any of the foregoing, the Company shall cause effective provision to be made (including acceleration of vesting) so that Grantee shall have the right thereafter, by exercising the Option, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance as if Grantee had exercised the Option prior to such transaction. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the Option. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event the Company spins off a subsidiary by distributing to the shareholders of the Company, as a dividend or otherwise, the stock of the subsidiary, the Company shall reserve, for the life of the Option, shares of the subsidiary to be delivered to Grantee upon exercising the Option to the same extent as if Grantee were the owner of record of Common Stock on the record date for payment of the shares of the subsidiary.

  • Corporate Reorganization In the event that the Company changes ownership, merges with another company or in any way changes its corporate identity, this Agreement will remain in full force and effect and the Union recognition now in effect and/or the certificate issued by the Canada Labour Relations Board then in existence shall not be affected in any way except as otherwise governed or directed by the Board. The Company further agrees to enter into negotiations with the Union relative to protection of employees' seniority and other conditions of this Agreement. Failing settlement, the provisions of the Canada Labour Code will apply.

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

  • Adjustment for Merger or Reorganization, etc Subject to the provisions of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stock.

  • Adjustment for Capital Reorganization, Merger or Consolidation In case of any capital reorganization of the capital stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

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