Adjustment for Reorganization, Consolidation or Merger. In the event that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.
Appears in 7 contracts
Samples: Common Stock Purchase Warrant (Prime Response Inc/De), Common Stock Purchase Warrant (Prime Response Inc/De), Warrant Agreement (Prime Response Group Inc/De)
Adjustment for Reorganization, Consolidation or Merger. In the event that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than fifty percent (50% %) of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.
Appears in 3 contracts
Samples: Warrant Agreement (Softlock Com Inc), Warrant Agreement (Softlock Com Inc), Warrant Agreement (Softlock Com Inc)
Adjustment for Reorganization, Consolidation or Merger. In the event that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, consolidation or merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.64.5, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.
Appears in 2 contracts
Samples: Series D Senior Participating Convertible Redeemable Preferred Stock Purchase Agreement (Art Technology Group Inc), Warrant Agreement (Art Technology Group Inc)
Adjustment for Reorganization, Consolidation or Merger. In the event ------------------------------------------------------ that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Prime Response Group Inc/De), Warrant Agreement (Prime Response Inc/De)
Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization, reclassification, recapitalization or similar transaction involving the event thatstock of the Company (or of any other entity, the stock or other securities of which are at any the time or from time to time receivable upon the exercise of this Warrant), after the Issue Datedate of this Warrant, or in case, after such date, the Corporation Company (or any such corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Personanother corporation, or (c) sell or transfer convey all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation to another entity or undertake a similar transaction (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporationa "Corporate Transaction"), then, and in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time after the record date for the holders of stock entitled to participate in such Corporate Transaction (or from time to time if there is no such record date, immediately after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject Corporate Transaction) shall be entitled to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the stock or other securities, property, assets, evidences of indebtedness, or other rights, warrants or options receivable upon the exercise of this Warrant Shares issuable on such exercise immediately prior to the consummation of such consummation or such effective date, as the case may beCorporate Transaction, the Stock and property (including cash) stock or other securities, property, assets, evidence of indebtedness, or other rights, warrants or options to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, Corporate Transaction if the Holder had so exercised this Warrant immediately prior thereto (and assuming that any adjustment under this Section 4 that would otherwise be made in connection with the payment by the Holder consummation of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution)such Corporate Transaction had been made, all subject to successive adjustments thereafter from time to time pursuant tofurther adjustment as provided in this Warrant, as applicable, and the successor or purchasing entity in accordance withsuch Corporate Transaction, (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such entity's obligations under this Warrant; and in each such case, the provisions terms of this Section 4Warrant shall be applicable to the shares of stock or other securities, property, assets, evidences of indebtedness, or other rights, warrants or options receivable upon the exercise of this Warrant after the consummation of such Corporate Transaction.
Appears in 2 contracts
Samples: Warrant Agreement (Computer Motion Inc), Warrant Agreement (Superconductor Technologies Inc)
Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization of the event thatCompany (or of any other corporation, the stock or other securities of which are at any the time or from time to time receivable on the exercise of this Warrant) after the Issue DateDate of Original Issuance, or in case, after such date, the Corporation Company (or any such corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, another corporation or (c) sell or transfer convey all or substantially all of its properties assets to another corporation or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporationentity, then, and in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof Warrant, at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may beconveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may beconsummation, the Stock and stock or other securities or property (including cash) to which the such Holder would have been entitled upon the consummation of such reorganization, consolidation consolidation, merger or merger, or sale or transfer, or in connection with conveyance if such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution)thereto, all subject to successive adjustments thereafter from time to time pursuant tofurther adjustment as provided in this Section 9, and the successor or purchasing corporation or other entity in accordance withsuch reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation’s or entity’s obligations under this Warrant; and in each such case, the terms of this Warrant (including the exercisability, transfer and adjustment provisions of this Section 4Warrant) shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.
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