Common use of Adjustment for Merger or Reorganization, etc Clause in Contracts

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 4(c), in case of any consolidation or merger of the Corporation with or into another corporation, each share of Series I Preferred Stock that remains outstanding upon such consolidation or merger shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Class Common Stock of the Corporation deliverable upon conversion of one share of Series I Preferred Stock would have been entitled upon such consolidation or merger; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 6 set forth with respect to the rights and interest thereafter of the holders of the Series I Preferred Stock, to the end that the provisions set forth in this Section 6 (including provisions with respect to changes in and other adjustments of the Series I Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series I Preferred Stock.

Appears in 2 contracts

Samples: Subscription Agreement (Wave Systems Corp), Subscription Agreement (Wave Systems Corp)

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Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 4(c)4, in case of any consolidation or merger of the Corporation Company with or into another corporationentity or the sale of all or substantially all of the assets of the Company to another entity, each share of Series I the Preferred Stock that remains outstanding upon such consolidation or merger Shares shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock Shares or other securities or property to which a holder an owner of the number of shares of Class Common Stock of the Corporation Shares deliverable upon conversion of one share of Series I such Preferred Stock Shares would have been entitled upon such consolidation consolidation, merger or mergersale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions set forth in this Section 6 set forth with respect to the rights and interest interests thereafter of the holders of the Series I Preferred StockShares, to the end that the provisions set forth in this Section 6 (including provisions with respect to changes in and other adjustments of the Series I A Conversion Price, the Series B Conversion Price and the Series C Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock Shares or other property thereafter deliverable upon the conversion of the Series I Preferred StockShares.

Appears in 2 contracts

Samples: Indemnification Agreement (China Rapid Finance LTD), Indemnification Agreement (China Rapid Finance LTD)

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 4(c), in In case of any consolidation or merger of the Corporation LLC with or into another corporationentity or the sale of all or substantially all of the assets of the LLC to another entity, each share of Series I A Preferred Stock that remains outstanding upon such consolidation or merger Share shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock Shares or other securities or property to which a holder an owner of the number of shares of Class Common Stock of the Corporation Shares deliverable upon conversion of one share of such Series I A Preferred Stock Share would have been entitled upon such consolidation consolidation, merger or mergersale; and, in such case, appropriate adjustment (as determined in good faith by the Board of DirectorsManagers) shall be made in the application of the provisions set forth in this Section 6 set forth 7 with respect to the rights and interest thereafter of the holders of the Series I Preferred StockA Members, to the end that the provisions set forth in this Section 6 7 (including provisions with respect to changes in and other adjustments of the Conversion Price applicable to such Series I Conversion PriceA Preferred Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock Shares or other property thereafter deliverable upon the conversion of the Series I A Preferred StockShares.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Learningexpress Com Holdings Inc), Limited Liability Company Operating Agreement (Learningexpress Com Holdings Inc)

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 4(c)4, in case of any consolidation or merger of the Corporation LLC with or into another corporationentity or the sale of all or substantially all of the assets of the LLC to another entity, each share of Series I the Preferred Stock that remains outstanding upon such consolidation or merger Shares shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock Shares or other securities or property to which a holder an owner of the number of shares of Class Common Stock of the Corporation Shares deliverable upon conversion of one share of Series I such Preferred Stock Shares would have been entitled upon such consolidation consolidation, merger or mergersale; and, in such case, appropriate adjustment (as determined in good faith by the Board of DirectorsManagers) shall be made in the application of the provisions set forth in this Section 6 set forth with respect to the rights and interest interests thereafter of the holders of the Series I Preferred StockShares, to the end that the provisions set forth in this Section 6 (including provisions with respect to changes in and other adjustments of the Series I A Conversion Price, the Series B Conversion Price and the Series C Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock Shares or other property thereafter deliverable upon the conversion of the Series I Preferred StockShares.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (China Rapid Finance LTD), Limited Liability Company Agreement (China Rapid Finance LTD)

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Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 4(c), in In case of any consolidation or merger of the Corporation LLC with or into another corporationentity or the sale of all or substantially all of the assets of the LLC to another entity, each share of Series I A Preferred Stock that remains outstanding upon such consolidation or merger Share shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock Shares or other securities or property to which a holder an owner of the number of shares of Class Common Stock of the Corporation Shares deliverable upon conversion of one share of such Series I A Preferred Stock Share would have been entitled upon such consolidation consolidation, merger or mergersale; and, in such case, appropriate adjustment (as determined in good faith by the Board of DirectorsManager) shall be made in the application of the provisions set forth in this Section 6 set forth 7 with respect to the rights and interest thereafter of the holders of the Series I Preferred StockA Member, to the end that the provisions set forth in this Section 6 7 (including provisions with respect to changes in and other adjustments of the Conversion Price applicable to such Series I Conversion PriceA Preferred Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock Shares or other property thereafter deliverable upon the conversion of the Series I A Preferred StockShares.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Learningexpress Com Holdings Inc)

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 4(c), in In case of any consolidation or merger of the Corporation with or into another corporation, or the sale of all or substantially all of the assets of the Corporation to another corporation each share of Series I A Preferred Stock that remains outstanding upon such consolidation or merger shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Class Common Stock of the Corporation deliverable upon conversion of one share of Series I A Preferred Stock would have been entitled upon such consolidation consolidation, merger or mergersale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 6 set forth with respect to the rights and interest thereafter of the holders of the Series I A Preferred Stock, to the end that the provisions set forth in this Section 6 (including provisions with respect to changes in and other adjustments of the Series I Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series I A Preferred Stock.

Appears in 1 contract

Samples: Unit Purchase Agreement (Agritope Inc)

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