Common use of Reorganization Events Clause in Contracts

Reorganization Events. In the event of (i) any consolidation or merger of the Issuer with or into another entity (other than a merger or consolidation in which the Issuer is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Issuer or another corporation), (ii) any sale, transfer, lease or conveyance of the property of the Issuer as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Issuer with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Issuer (any such event, a "Reorganization Event"), then (A) if there is a surviving or continuing corporation and such surviving or continuing corporation is a Publicly-Traded Entity, "Base Amount" shall mean the product of (x) the Base Amount immediately prior to the consummation of the Reorganization Event and (y) the number of shares of common stock of the Publicly-Traded Entity that a holder of one share of Common Stock would have owned or been entitled to receive immediately following such Reorganization Event and, if the consideration received by holders of Common Stock includes cash or property other than common stock of the Publicly-Traded Entity ("Non- Stock Consideration"), Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer on the date on which the Reorganization Event is consummated (the "Reorganization Termination Date") in an amount equal to the Merger Payment or (B) if there is no surviving or continuing corporation in such Reorganization Event, if any surviving or continuing corporation is not a Publicly-Traded Entity or if the consideration received by holders of Common Stock consists solely of Non-Stock Consideration, this Agreement shall terminate and Seller shall make a payment or delivery to Buyer as provided in Section 7.04.

Reorganization Events. In the event of (i) any consolidation or merger of the Issuer with or into another entity (other than a merger or consolidation in which the Issuer is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Issuer or another corporation), (ii) any sale, transfer, lease or conveyance of the property of the Issuer as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Issuer with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Issuer (any such event, a "Reorganization Event"), then (A) if there is a surviving or continuing corporation and such surviving or continuing corporation is a Publicly-Traded Entity, "Base Amount" shall mean the product of (x) the Base Amount immediately prior to the consummation of the Reorganization Event and (y) the number of shares of common stock of the Publicly-Traded Entity that a holder of one share of Common Stock would have owned or been entitled to receive immediately following such Reorganization Event and, if the consideration received by holders of Common Stock includes cash or property other than common stock of the Publicly-Traded Entity ("Non- Stock Consideration"), Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer (or an affiliate of Buyer designated by Buyer) on the date on which the Reorganization Event is consummated (the "Reorganization Termination Date") in an amount equal to the Merger Payment or (B) if there is no surviving or continuing corporation in such Reorganization Event, if any surviving or continuing corporation is not a Publicly-Traded Entity or if the consideration received by holders of Common Stock consists solely of Non-Stock Consideration, this Agreement shall terminate and Seller shall make a payment or delivery to Buyer (or an affiliate of Buyer designated by Buyer) as provided in Section 7.04.

Reorganization Events. (a) In the event that any of the following events occurs prior to any Conversion Date: (i) any consolidation or merger of the Issuer Corporation with or into another entity Person (other than a merger or consolidation in which the Issuer Corporation is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Issuer Corporation or another corporationPerson), (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the Corporation’s property of the Issuer as an entirety and assets, or substantially as an entirety, (iii) any statutory exchange of securities reclassification of the Issuer with another corporation (Common Stock into securities including securities other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Issuer Common Stock (any such eventevent specified in clause (i) through (iii), a "“Reorganization Event"”), then (A) if there is a surviving or continuing corporation and such surviving or continuing corporation is a Publicly-Traded Entity, "Base Amount" shall mean the product each share of (x) the Base Amount Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consummation consent of the Holders thereof, remain outstanding but shall at each Holder’s option, upon the effective date and time (“Reorganization Effective Time”) of such Reorganization Event, be convertible into the kind of securities, cash and other property receivable in such Reorganization Event (without any interest thereon and (ywithout any right to dividends or distributions thereon which have a record date that is prior to the Reorganization Event) the number of shares of common stock of the Publicly-Traded Entity that a holder of one per share of Common Stock would have owned or been entitled (the “Exchange Property”) as if the Holder of such share of Series A Preferred Stock had converted such share into common equity (voting and nonvoting) immediately prior to receive immediately following such Reorganization Event andand exercised his rights of election, if any, as to the consideration received by holders kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock includes held immediately prior to such Reorganization Event and in respect of which such rights of election shall have been exercised (“Electing Share”), then, for the purpose of this Section 7(a) the kind and amount of securities, cash or and other property receivable upon such Reorganization Event by the holder of each Electing Share shall be deemed to be the weighted average of the kinds and amounts so receivable per share by the holders of the Electing Shares; provided further that to the extent elected by the Holder, any securities issued with respect to the underlying Nonvoting Common Stock shall be nonvoting under the resulting institution’s organizational documents to the same extent as the Nonvoting Common Stock is nonvoting and the Corporation shall make appropriate provisions and take such other than actions necessary to ensure that such nonvoting securities will have substantially the same rights and benefits as the Nonvoting Common Stock, including the right to convert nonvoting common stock into common stock). The amount of the Publicly-Traded Entity ("Non- Stock Consideration"), Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer on the date on which the Exchange Property receivable upon any Reorganization Event is consummated (shall be determined based upon the "Reorganization Termination Date") Conversion Rate in an amount equal to the Merger Payment or (B) if there is no surviving or continuing corporation in effect on such Reorganization Event, if any surviving or continuing corporation is not a Publicly-Traded Entity or if the consideration received by holders of Common Stock consists solely of Non-Stock Consideration, this Agreement shall terminate and Seller shall make a payment or delivery to Buyer as provided in Section 7.04Effective Time.

Reorganization Events. In the event of (i) any consolidation or merger of the Issuer with or into another entity (other than a merger or consolidation in which the Issuer is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Issuer or another corporation), (ii) any sale, transfer, lease or conveyance of the property of the Issuer as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Issuer with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Issuer (any such event, a "Reorganization EventREORGANIZATION EVENT"), then (A) if there is a surviving or continuing corporation and (1) such surviving or continuing corporation is a Publicly-Traded Entity or (2) the entity (the "ACQUIRING CORPORATION") issuing the consideration received by holders of Common Stock in such Reorganization Event is a Publicly-Traded Entity, "Base Amount" shall mean the product of (x) the Base Amount immediately prior to the consummation of the Reorganization Event and (y) the number of shares of common stock of the such Publicly-Traded Entity that a holder of one share of Common Stock would have owned or been entitled to receive immediately following receives in connection with such Reorganization Event and, if the consideration received by holders of Common Stock includes cash or property other than common stock of the such Publicly-Traded Entity ("Non- Stock ConsiderationNON-STOCK CONSIDERATION"), Seller shall make a cash paymentpayment as if this Agreement were terminated in part pursuant to Section 3.01, by wire transfer of immediately available funds to an account designated designed by Buyer, to Buyer on the date on which the Reorganization Event is consummated (the "Reorganization Termination DateREORGANIZATION TERMINATION DATE") in an amount equal to the Merger Payment or Replacement Value (Bcalculated in the manner set forth in Section 8.01 as if the Reorganization Termination Date were the Acceleration Date; provided that for purposes of such calculation, the Base Amount shall be equal to the product of (I) if there is no surviving or continuing corporation in such the Base Amount immediately prior to consummation of the Reorganization Event, if any surviving or continuing corporation is not a Publicly-Traded Entity or if Event and (II) the percentage of the value of the consideration received by holders of Common Stock consists solely of Non-Stock Consideration, this Agreement shall terminate and Seller shall make a payment or delivery to Buyer as provided in Section 7.04.Common