Common use of Reclassification, Reorganization, Consolidation or Merger Clause in Contracts

Reclassification, Reorganization, Consolidation or Merger. In case of any Reorganization Transaction (as hereinafter defined), this Warrant shall become immediately exercisable for the kind and amount of shares and other securities and property receivable upon such Reorganization Transaction which the Holder of this Warrant would have owned immediately after the Reorganization Transaction if such Holder had exercised this Warrant immediately prior to such Reorganization Transaction and the calculation of the aggregate amount of such shares and other securities and property shall be made without giving effect to any limitation on exercise of the Warrant set forth herein (including without limitation in Section 2(b)). The foregoing provisions of this Section 9 shall similarly apply to successive Reorganization Transactions. For purposes of this Section 9, “Reorganization Transaction” shall mean (excluding any transaction covered by Section 7) any reclassification or capital reorganization of the Company (other than a subdivision or combination of the outstanding Common Stock or a change in the par value of the Common Stock) or any consolidation, amalgamation 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 company and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock in connection with such merger, consolidation or amalgamation of the class issuable upon exercise of this Warrant) or any sale, lease, transfer or conveyance to another corporation of all or substantially all of the assets of the Company.

Appears in 1 contract

Samples: Debt Exchange Agreement (Libbey Inc)

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Reclassification, Reorganization, Consolidation or Merger. In case of any Reorganization Transaction (as hereinafter defined), Holdings shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant shall become immediately exercisable for Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such Reorganization Transaction which by a holder of the Holder number of this Warrant would shares of Common Stock that might have owned immediately after the Reorganization Transaction if such Holder had exercised been received upon exercise of this Warrant immediately prior to such Reorganization Transaction and the calculation of the aggregate amount Transaction. Any such provision shall include provision for adjustments in respect of such shares of stock and other securities and property that shall be made without giving effect as nearly equivalent as may be practicable to any limitation on exercise of the Warrant set forth herein (including without limitation adjustments provided for in Section 2(b))this Warrant. The foregoing provisions of this Section 9 shall similarly apply to successive Reorganization Transactions. For purposes of this Section 9, "Reorganization Transaction" shall mean (excluding any transaction covered by Section 77 and any transaction pursuant to or in connection with any bankruptcy, insolvency or similar proceeding with respect to Holdings) any reclassification or reclassification, capital reorganization or other change of the Company outstanding shares of Common Stock of Holdings (other than a subdivision or combination of the outstanding Common Stock or and other than a change in the par value of the Common Stock) or any consolidation, amalgamation consolidation or merger of the Company Holdings with or into another corporation (other than a merger with a subsidiary in which merger the Company Holdings is the continuing company corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock in connection with such merger, consolidation or amalgamation of the class issuable upon exercise of this Warrant) or any sale, lease, transfer or conveyance to another corporation of all or substantially all of the assets of the Company.change

Appears in 1 contract

Samples: Credit Agreement (Coram Healthcare Corp)

Reclassification, Reorganization, Consolidation or Merger. In case the event of any Reorganization Transaction (as hereinafter defined)reclassification, this Warrant shall become immediately exercisable for the kind and amount of shares and other securities and property receivable upon such Reorganization Transaction which the Holder of this Warrant would have owned immediately after the Reorganization Transaction if such Holder had exercised this Warrant immediately prior to such Reorganization Transaction and the calculation of the aggregate amount of such shares and other securities and property shall be made without giving effect to any limitation on exercise of the Warrant set forth herein (including without limitation in Section 2(b)). The foregoing provisions of this Section 9 shall similarly apply to successive Reorganization Transactions. For purposes of this Section 9, “Reorganization Transaction” shall mean (excluding any transaction covered by Section 7) any reclassification or capital reorganization or recapitalization of the Company (other than a subdivision or combination of the outstanding Common Stock or a change in the par value event of the Common Stock) or any consolidation, amalgamation consolidation or merger of the Company with or into another corporation or a non-corporate entity (other than a merger with a subsidiary in which merger the Company is the continuing company corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock in connection with such merger, consolidation or amalgamation of the class issuable upon exercise of this Warrantrecapitalization) or in the event of any sale, lease, transfer or conveyance sale to another corporation or non-corporate entity of all or substantially all of the property and assets of the Company, the Company shall, as a condition precedent to such transaction, cause appropriate provisions to be made so that the registered holder(s) of this Warrant shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the Warrant Shares immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization or recapitalization, consolidation, merger or sale by a holder of the number of shares that might have been received upon exercise of this Warrant immediately prior to such reclassification, capital reorganization, recapitalization, consolidation, merger or sale. The foregoing provisions of this Section shall similarly apply to successive reclassification, capital reorganizations and recapitalization and to successive consolidations, mergers or sales.

Appears in 1 contract

Samples: Net2phone Inc

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Reclassification, Reorganization, Consolidation or Merger. In case of any Reorganization Transaction (as hereinafter defined), Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant shall become immediately exercisable for Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such Reorganization Transaction which by a holder of the Holder number of this Warrant shares of Common Stock that would have owned immediately after the Reorganization Transaction if such Holder had exercised been received upon exercise of this Warrant immediately prior to such Reorganization Transaction and the calculation of the aggregate amount Transaction. Any such provision shall include provision for adjustments in respect of such shares of stock and other securities and property that shall be made without giving effect as nearly equivalent as may be practicable to any limitation on exercise of the Warrant set forth herein (including without limitation adjustments provided for in Section 2(b))this Warrant. The foregoing provisions of this Section 9 shall similarly apply to successive Reorganization Transactions. For purposes of this Section 9, "Reorganization Transaction" shall mean (excluding any transaction covered by Section 7) any reclassification or reclassification, capital reorganization or other change of the outstanding shares of Common Stock of Company (other than a subdivision or combination of the outstanding Common Stock or and other then a change in the par value of the Common Stock) or any consolidation, amalgamation 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 company corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock in connection with such merger, consolidation or amalgamation of the class issuable upon exercise of this Warrant) or any sale, lease, transfer or conveyance to another corporation of all or substantially all of the assets of the Company.

Appears in 1 contract

Samples: Intira Corp

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