Additional Payments Upon Merger, Etc Sample Clauses

Additional Payments Upon Merger, Etc. If at any time within three (3) months after any Put Closing Date or nine (9) months after any Call Closing Date with respect to the repurchase or exchange of any Warrants and/or Warrant Stock, the Company shall become party to any Capital Transaction or the Company or their respective stockholders enter into any agreement or letter of intent contemplating any Capital Transaction, the Company shall, simultaneously with the consummation of such Capital Transaction or at such later time as any payment is received by the Company or any of its stockholders in respect of such Capital Transaction, make an additional payment to each Person who held Warrants or Warrant Stock which were repurchased on such Put Closing Date or such Call Closing Date in an amount per share of Warrant Stock (or Warrant Stock issuable upon exercise of any Warrant) repurchased 48 49 from such Person pursuant to Section 9.2 or 9.3 hereof equal to the excess, if any, of the value per share of the cash, securities and other property that such Person would have received (or that the Company received and in which such Person would have had a beneficial interest as a stockholder of the Company) had such Person's Warrant Stock and/or Warrants not been previously repurchased pursuant to Section 9.2 or 9.3 hereof, over the payment received by such Person with respect to each such share pursuant to Section 9.2 or 9.3 hereof. Each payment to any such Person pursuant to this Section 9.6 shall be made either in cash or in the form of consideration received by the holders of common equity of the Company (or the Company).
Sample 1
AutoNDA by SimpleDocs
Additional Payments Upon Merger, Etc. If at any time within (i) nine (9) months after any Call Closing Date or (ii) six (6) months after any Put Closing Date, with respect to the repurchase or exchange of any Common Shares, the Company or any of its Subsidiaries shall become party to any Capital Transaction or the Company or any of its Subsidiaries or their respective stockholders enter into any agreement or letter of intent contemplating any Capital Transaction, the Company shall, simultaneously with the consummation of such Capital Transaction or at such later time as any payment is received by the Company or any of its stockholders in respect of such Capital Transaction, make an additional payment to you in an amount per Common Share repurchased from you pursuant to Section 8.2 or 8.3 hereof equal to the excess, if any, of the value per share of the cash, securities and other property that you would have received (or that the Company received in which you would have had a beneficial interest as a stockholder of the Company) had your Common Shares not been previously repurchased pursuant to Section 8.2 or 8.3 hereof over the payment received by you with respect to each such share pursuant to Section 8.2 or 8.3 hereof. Each payment to you pursuant to this Section 8.6 shall be made either in cash or in the form of consideration received by the holders of common equity of the Company (or the Company).
Sample 1
Additional Payments Upon Merger, Etc. If at any time within twelve months after any Put Closing Date with respect to the repurchase or exchange of any Warrants and/or Warrant Shares, the Company shall have entered into any agreement or letter of intent with respect to any Capital Transaction, the Company shall, simultaneously with the consummation of such Capital Transaction or at such later time as any payment is received by the Company or any of their stockholders in respect of such Capital Transaction, make an additional payment to each former holder of such Warrant or Warrant Shares in an amount equal to the excess of the amount such Holder would have received (or the Company would have received and in which such holder would have had a beneficial interest as a stockholder) in respect of such Warrant and/or Warrant Shares had such Warrants and/or Warrant Shares not been previously repurchased pursuant to Sections 7.2 or 7.3 hereof, but instead had been purchased pursuant to Section 7.6 hereof over the payment received by such holder pursuant to Sections 7.2 or 7.3 hereof. Each payment to such Holder pursuant to this Section 7.5 shall be made either in cash or in the form of the securities and other property received by the holders of common equity of the Company.
Sample 1
Additional Payments Upon Merger, Etc. If at any time within twelve (12) months after any date of repurchase, redemption, exchange or conversion of any Notes, Warrants and/or Common Stock, the Company or any if its Subsidiaries shall become party to any Triggering Event (as defined in the Indenture) or the Company or any of its Subsidiaries or their respective stockholders enter into any agreement or letter of intent contemplating any Triggering Event or at such later time as any payment is received by the Company or any of its stockholders in respect of such Triggering Event, the Company shall make an additional payment to the Purchaser in an amount per share of Common Stock (or Common Stock issuable upon conversion of the Notes or exercise of the Warrant) repurchased from the Purchaser equal to the excess, if any, of the value per share of the cash, securities and other property that the Purchaser would have received (or that the Company received in which the Purchaser would have had a beneficial interest as a stockholder of the Company), had the Purchaser's Securities not been previously repurchased, but had been repurchased as a result of such Triggering Event, over the payment received by the Purchaser with respect to each such prior repurchase. Each payment to the Purchaser pursuant to this Section 8.4 shall be made either in cash or in the form of consideration received by the holders of common equity of the Company (or the Company).
Sample 1
Additional Payments Upon Merger, Etc. If at any time within one ------------------------------------ hundred eighty (180) days after a closing pursuant to Section 5A.02, the Company shall: (A) become party to one or more mergers, consolidations, sales of all or substantially all of its assets or other similar corporate actions pursuant to which the holders of the Company's Common Stock, in their capacity as such, receive cash, securities or other property, or the Company is acquired by the purchase of a majority of its shares of Common Stock, or the Company or its stockholders enter into any agreement or letter of intent contemplating any of the foregoing transactions or (B) file a registration statement under the Securities Act, then, in any such event, the Company shall, simultaneously with the consummation of any such transaction or the closing date under such registration statement, as the case may be, make an additional payment to the holder or holders whose Registrable Shares were so purchased by the Company in an amount equal to the excess, if any, in the case of clause (A) of the value per share of the cash, securities and other property that such holder or holders would have received (or that the Company received in which such holder or holders would have had a beneficial interest) or in the case of clause (B) the purchase price to the public, less underwriting discounts and commission, under such registration statement over the payment received by such holder or holders with respect to such Registrable Shares.
Sample 1

Related to Additional Payments Upon Merger, Etc

  • Tax Event Upon Merger The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

  • Credit Event Upon Merger If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Adjustments Upon Specified Events Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Repurchase of Notes Upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • Redemption Upon Changes in Withholding Taxes The Offered Securities may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

  • Purchase of Notes upon a Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the 2045 Notes as set forth in Section 4 of the form of security attached hereto as Exhibit A, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of that Holder’s 2045 Notes on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2045 Notes repurchased, plus accrued and unpaid interest, if any, on the 2045 Notes repurchased up to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the 2045 Notes with a copy to the Trustee describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the 2045 Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or with respect to Global Notes, to the extent permitted or required by the Applicable Procedures, sent electronically) or, if the notice is mailed or sent prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The notice shall, if mailed or sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Purchase of Notes upon a Change of Control (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.

Time is Money Join Law Insider Premium to draft better contracts faster.