Significant Transaction. If, at any time after the issuance of this Warrant but prior to the exercise or conversion hereof, any Significant Transaction shall occur, then, at least 10 days prior to the consummation of such Significant Transaction, the Company:
Significant Transaction. If, at any time after the issuance of this Warrant but prior to the exercise hereof, any Significant Transaction occurs, then the Warrantholders shall have the right to acquire and receive, upon exercise of such Warrants, such cash, stock, securities or other assets or property as would have been issued or payable in such Significant Transaction (if the Warrantholder had exercised such Warrant immediately prior to such Significant Transaction) with respect to or in exchange, as applicable, for the number of Shares that would have been issued upon exercise of such Warrants, if such Warrants had been exercised immediately prior to the occurrence of such Significant Transaction. The Company shall be required to make provision for the foregoing in the definitive agreement, if any, relating to such Significant Transaction; and shall not effect any Significant Transaction unless, prior to the consummation thereof, the surviving Person (if other than the Company) resulting from such Significant Transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant in all material respects (including with respect to the provisions of this Section 12 and, if the issuer of any securities into which this Warrant is exercisable is subject to the U.S. Maritime Laws, the provisions of this Warrant related thereto with respect to such issuer), the obligation to deliver to the Warrantholders such cash, stock, securities or other assets or property which, in accordance with Section 12(B), the Warrantholders are entitled to receive upon exercise of the Warrants. Notwithstanding the two foregoing sentences, if stock or securities of any Person not subject to U.S. Maritime Laws shall be issued or payable in such Significant Transaction, then in connection with such Significant Transaction, the Board of Directors shall consider in good faith whether it is possible to issue to the Warrantholder any such stock, securities or other ownership interests directly in the name of such Warrantholder, and if the Board of Directors determines in its sole discretion that it would be possible to do so without creating a material adverse effect on such Warrantholders, then it will use reasonable efforts to provide for such direct issuance; provided, however, that in no event shall the Company be required to take any such action if, as so determined by the Board of Directors, it could interfere with, delay, or otherwise adversely affect the expected bene...
Significant Transaction. (i) All the Purchased Shares subject to this option at the time of a Significant Transaction but not otherwise vested shall automatically vest and the Company’s Repurchase Right with respect to those Purchased Shares shall immediately terminate so that all of the shares subject to the Option are fully-vested shares of Common Stock. No such accelerated vesting of the Purchased Shares, however, shall occur if and to the extent: (i) the Option is, in connection with the Significant Transaction, either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof), and the Company’s Repurchase Right with respect to the unvested Purchased Shares are to be assigned to such successor corporation (or parent thereof) or (ii) the Option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Purchased Shares at the time of the Significant Transaction (the excess of the Fair Market Value of those Purchased Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the vesting schedule in the Option. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive.
Significant Transaction. 14 Subsidiary............................................................ 8
Significant Transaction. In the event of a Significant Transaction, ------------------------ Gordon will pay the exercise pxxxx xf the lesser of twenty-five cents ($.25) per share or 30% of the average closing bid price for the thirty trading days prior to the first day of which either the company enters into an agreement to execute a significant Transaction or disseminates any news release, announcement or other information to the public or the Company's shareholders related to the Significant Transaction. In the event of a Significant Transaction the company will carry a zero interest promissory note for a period of time sufficient for the events of the Significant Transaction to either provide Optionee cash and/or the opportunity to sell, in accordance with the restrictive stock sale provisions of the Consulting Services Agreement, an amount of registered free trading securities sufficient to pay the exercise price.
Significant Transaction. (a) (i) On or before the Effective Date, the Company shall deliver to Escrow Agent a sum (“Escrow Fund”) equal to the applicable Severance Allowance; provided, however, that notwithstanding any provision of this Employment Agreement to the contrary (A) such transfer shall not be made if it would result in the imposition of additional tax under Section 409A(b)(5) of the Code, and (B) after such transfer, the funds shall remain available to satisfy claims of the Company’s general creditors. The Escrow Fund shall be invested by Escrow Agent in certificates of deposit with duration not more than thirty (30) days issued by any bank (including Escrow Agent) or savings institution the accounts of which are insured by the FDIC (and, unless otherwise agreed by the Company and Executive, with a maximum of $100,000 in any single such institution). Any cash accumulation with respect to the Escrow Fund in the form of interest shall be the property of and shall be payable by Escrow Agent to the Company (or to any successor to the Company) as received by Escrow Agent and are not part of the Escrow Fund.
Significant Transaction. (a) (i) On or before the Effective Date, the Company shall deliver to Escrow Agent a sum ("Escrow Fund") equal to the applicable Severance Allowance. The Escrow Fund shall be invested by Escrow Agent in certificates of deposit with duration not more than thirty (30) days issued by any bank (including Escrow Agent) or savings institution the accounts of which are insured by the FDIC (and, unless otherwise agreed by the Company and Executive, with a maximum of $100,000 in any single such institution). Any cash accumulation with respect to the Escrow Fund in the form of interest shall be the property of and shall be payable by Escrow Agent to the Company (or to any successor to the Company) as received by Escrow Agent and are not part of the Escrow Fund.
Significant Transaction. Enter into any transaction of merger or consolidation, or transfer, sell or assign, lease or otherwise dispose of (other than sales of finished products in the ordinary course of business) all or a substantial part of its properties or assets, or any properties or assets necessary or desirable for the proper conduct of its business, or change the nature of its business or wind up, liquidate or dissolve, or agree to do any of the foregoing unless a condition to the consummation of any such transaction is the repayment of the Loan in full. 86 15 EXHIBIT B
Significant Transaction. Each party hereto shall take all necessary action to prevent the Company and any Person controlled by the Company or by a Member from taking any action with respect to any Significant Transaction without (i) the prior approval of the Management Committee, such approval to be in accordance with Section 6.1(e), (ii) the appropriate vote of the Members, if any, as required by Applicable Law, which vote shall be made in accordance with this Agreement, and (iii) the prior written consent of the Lender, if required pursuant to Section 6.4. ( *g)
Significant Transaction. A "Significant Transaction" means, with respect to the Company, any of the following actions (whether taken directly by the Company or by or through one or more Wholly Owned Affiliates thereof): ( *28)any acquisition of businesses or assets (including, without limitation, by way of merger or consolidation) by the Company or any of its Wholly Owned Affiliates, other than an acquisition specifically approved in the Annual Budgets or by a meeting of the Management Committee, or which falls within parameters established for acquisitions at the meeting of the Management Committee immediately preceding the date of such acquisition; ( *29)any disposition, including, without limitation, by way of receivables financings, securitizations or similar transactions, of any of the assets of the Company or any of its Wholly Owned Affiliates, other than a disposition specifically approved in the Annual Budgets or by a meeting of the Management Committee, or which falls within parameters established for dispositions at the meeting of the Management Committee immediately preceding the date of such disposition; ( *30)any merger, consolidation or other business combination involving the Company or any of its Wholly Owned Affiliates and any third party and any relocation of the Company or any of its Wholly Owned Affiliates to another jurisdiction; ( *31)subject to the rights of the Members to Transfer their Units as contemplated in this Agreement, any transaction that would constitute a "change of control" of the Company (which, for the purposes of this definition, means the acquisition of the power, directly or indirectly, to direct the affairs of the Company or the ability to designate a majority of the Management Committee); ( *32)any liquidation or dissolution of the Company, or any action by the Company relating to bankruptcy, insolvency, reorganization or relief from creditors seeking to adjudicate it bankrupt or seeking reorganization, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company or seeking appointment of a receiver, trustee, custodian or other similar official for the Company or all or any substantial part of its assets, or making a general assignment for the benefit of its creditors; ( *33)any (i) creation of any additional class of equity interest of the Company or any Wholly Owned Affiliate of the Company or any equity interest having a direct or indirect equity participation in the Company or any entity co...
