Common use of Acquisition or Merger Clause in Contracts

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: