Adjustment for Merger or Reorganization, etc. In case of any consolidation or merger of the LLC with or into another entity or the sale of all or substantially all of the assets of the LLC to another entity, each Series A Preferred Share shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of Shares or other securities or property to which an owner of the number of Common Shares deliverable upon conversion of such Series A Preferred Share would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Managers) shall be made in the application of the provisions set forth in this Section 7 with respect to the rights and interest thereafter of the Series A Members, to the end that the provisions set forth in this Section 7 (including provisions with respect to changes in and other adjustments of the Conversion Price applicable to such Series A Preferred Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any Shares or other property thereafter deliverable upon the conversion of the Series A Preferred Shares.
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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. In case of any consolidation or merger of the LLC this corporation with or into another entity corporation or the sale of all or substantially all of the assets of the LLC this corporation to another entitycorporation in accordance herewith, each share of Series A Preferred Share Stock shall thereafter be convertible (or shall be converted into a security which shall be convertible) into for the kind and amount of Shares shares of stock or other securities or property to which an owner a holder of the number of shares of Common Shares Stock of this corporation deliverable upon conversion of such Series A Preferred Share Stock would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of ManagersDirectors) shall be made in the application of the provisions set forth in this Section 7 4.1.4 set forth with respect to the rights and interest thereafter of the holders of the Series A MembersPreferred Stock, to the end that the provisions set forth in this Section 7 4.1.4 (including provisions with respect to changes in and other adjustments of the Conversion Price applicable to such Series A Preferred SharesConversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any Shares shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred SharesStock.
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Samples: Agreement and Plan of Reorganization (Intracel Corp)
Adjustment for Merger or Reorganization, etc. In case of any consolidation or merger of the LLC with or into another entity or the sale of all or substantially all of the assets of the LLC to another entity, each Series A Preferred Share shall thereafter be convertible (or shall be converted into a security which shall be convertible) into the kind and amount of Shares or other securities or property to which an owner of the number of Common Shares deliverable upon conversion of such Series A Preferred Share would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of ManagersManager) shall be made in the application of the provisions set forth in this Section 7 with respect to the rights and interest thereafter of the Series A MembersMember, to the end that the provisions set forth in this Section 7 (including provisions with respect to changes in and other adjustments of the Conversion Price applicable to such Series A Preferred Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any Shares or other property thereafter deliverable upon the conversion of the Series A Preferred Shares.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Learningexpress Com Holdings Inc)