Acquisition or Merger. If during the Deployment Period you acquire by merger or acquisition, more than fifty percent (50%) of the voting stock and/or assets of another entity (each such acquired entity shall individually be referred to as a “Majority Acquired Entity”) then within thirty (30) days of the consummation of such merger or acquisition, you shall provide Oracle with a written certification, signed by an authorized C-level officer of your company, attesting to each of the below as of the acquisition/merger closure date: (i) the gross annual revenue of such Majority Acquired Entity (each such Majority Acquired Entity’s gross annual revenue as of its acquisition/merger close date being referred to as its “Increased Revenue”) and (ii) the quantities (regardless of license type or version) of any existing program licenses of the Deployment Programs possessed by such Majority Acquired Entity (the “Existing Program Licenses”) and the amount of the existing technical support fees for such Existing Program Licenses for such Majority Acquired Entity (the “Existing Technical Support Fees.”) If the Majority Acquired Entity was a publicly traded company prior to its acquisition/merger closure date, then the certification in the preceding sentence shall be based on such Majority Acquired Entity’s gross annual revenue for the fiscal year as specified in its annual report or Form 10K filed most recently prior to its acquisition/merger closure date. If such Majority Acquired Entity was a privately held company prior to the acquisition/merger closure date, then the certification required by the first sentence above shall be based upon a certification by an authorized officer of your company that is provided to Oracle as part of the written certification set forth in the first sentence of this paragraph. During the Deployment Period, upon Oracle’s request, you must provide a list of all of your Majority Acquired Entities and relevant information regarding each for purposes of determining your compliance with this section C.2, provided, however, that this does not relieve any of your obligations under this section C.2. Upon certification of a Majority Acquired Entity’s Increased Revenue, the following terms and conditions shall apply:
Acquisition or Merger. In addition to the Acceptable Waste the Contract Hauler has agreed to deliver as described in Section 5.a., above, the Contract Hauler further agrees to deliver to the Facility all Acceptable Waste currently required by contract or the County Designation Ordinance to be delivered to the Facility by any and all entities which the Contract Hauler acquires or with which the Contract Hauler merges or otherwise becomes affiliated during the term of this Agreement.
Acquisition or Merger. In addition to the Acceptable Waste the Hauler has agreed to deliver as described in part 5.a., above, the Hauler further agrees to deliver to the R&E Center all Acceptable Waste currently required by contract or Solid Waste Ordinances to be delivered to the R&E Center by any and all entities which the Hauler acquires or with which the Hauler merges or otherwise becomes affiliated during the term of this Agreement.
Acquisition or Merger. If either Party (or substantially all its assets) is acquired by or merged with a third party or if either Party acquires a third party (or substantially all its assets), the entity that results from that transaction (the "Combined Entity") shall succeed to all of the rights and obligations of the affected Party under this Agreement with the same effect as if the Combined Entity had originally been a Party hereunder. Notwithstanding the foregoing, upon such succession of the Combined Entity to the rights and obligations hereunder, the Parties may agree to terminate this Agreement or the other Party may elect to terminate this Agreement (including upon commission by the Combined Entity of a material breach of the Agreement following such succession), with the following result:
(i) if the terminating Party is SIGNAL, then to the extent necessary to develop, manufacture, import, use or sell Licensed Products or Combination Products in existence prior to such termination, SIGNAL shall be granted an irrevocable, fully paid-up, nonexclusive license within the Territory under the ARES Know-How and ARES Patents; provided, however, that SIGNAL shall reimburse ARES for royalties paid to third parties by ARES or its Affiliates with respect to the development, manufacture, import, use or sale of such Licensed Products or Combination Products; and
(ii) if the terminating Party is ARES, ARES shall be granted an irrevocable, fully paid-up, exclusive license, with the right to grant sublicenses, within the Territory under the SIGNAL Technology to develop, make, have made, import, use, and sell any Licensed Products or Combination Products to which ARES had any right, title or interest prior to such termination. ARES shall also be entitled to a complete duplicate of (A) all records, notes, reports and data with respect to all laboratory work performed in the conduct of the Research and (B) all biological and chemical materials used in connection with the Research prior to such termination and the same, if not already in its possession, shall be promptly delivered to ARES upon such termination. Notwithstanding the foregoing, termination of this Agreement shall not release either Party, or the Combined Entity of which it is a part, from any obligations accrued prior to the effective date of termination nor deprive either Party, or such Combined Entity, from any rights that this Agreement provides shall survive termination.
Acquisition or Merger. If, during the deployment period, you acquire by merger or acquisition and become a majority owner of an entity (the “Acquired Entity”) and you elect pursuant to the terms of Section C.2.a below to include such Acquired Entity in your deployment right for the remainder of the Unlimited Deployment Period (subject to the terms and conditions of this ordering document and the agreement), then within [*******] of the consummation of such merger or acquisition, you shall provide Oracle with a written certification, signed by an authorized Vice President level officer of your company: (i) attesting to the gross annual revenue of such Acquired Entity as of its acquisition closure date, and (ii) the quantities (regardless of license type or version) of any existing program licenses of the Unlimited Deployment Program Licenses possessed by such Acquired Entity as of its acquisition closure date (the “Existing Program Licenses”) and the amount of the existing annual technical support fees for such Existing Program Licenses as of the acquisition closure date (the “Existing Technical Support Fees”). If the Acquired Entity is publicly traded, the entity’s gross revenues will be determined using the reported gross revenues (in such entity’s Report on Form 10-K, Report on Form 10-Q or similar documents on file with the Securities and Exchange Commission) for the most recent four quarters of such entity’s operations. An Excluded Entity’s revenue will not be included in the Increased Revenue total of the Acquisition Total.
Acquisition or Merger. During the term of this Agreement, Semper Pacific shall grant EWSI the first right to consider acquiring that part of the business of Semper Pacific which is responsible for generating e-waste or end-of-life electronics Services (the ‘Semper Pacific-EWSI’), and to do so at a fair market value as may be determined. Neither Party shall be obliged to enter into any such agreement, nor shall any such transaction require, among other things, PCAOB audited accounts for the 24 month period prior to closing, due diligence, execution of a definitive agreement, and approval by both companies’ boards of directors.
Acquisition or Merger. Merge, consolidate, dissolve, or liquidate with or into any other Person or into any joint venture or partnership with any other Person.
Acquisition or Merger. Acquire the business of any Person, or permit any of the Subsidiaries to acquire the business of any Person, or consolidate or merge, or permit any of the Subsidiaries to consolidate or merge, its business with or into any Person; provided, however, that the Borrower, or any Subsidiary of the Borrower may consolidate or merge its business into the Parent.
Acquisition or Merger. If during the Unlimited Deployment Period you acquire or merge into another entity or create a new company and become the majority owner of the resulting entity (each such acquired entity shall individually be referred to as an “Majority Acquired Entity”), within 60 days of such merger or acquisition, you must provide Oracle with a written certificate signed by an agent of your company certifying (i) the number of employees of such Majority Acquired Entity, and (ii) the number of employees who must be incorporated into your global employee population as a result of the merger or acquisition (the number of employees to be incorporated to your global employee population shall be referred to as the “Total Incorporated Employees”). Upon certification of the Total Incorporated Employees, the following terms and conditions shall apply:
Acquisition or Merger. If a company is acquired or merged into another company and ceases to be publicly traded under the same ticker symbol on a national securities exchange during the Performance Period, the company will remain on the list. Stock price performance for the period will be determined using the peer company’s actual stock price performance through the day before the date of announcement of the acquisition/merger and the average return of the SIG Oil Exploration & Production Index (ticker symbol EPX) for the remainder of the Performance Period.
