Common use of Adjustments for Reorganization, Merger, Consolidation or Sales of Assets Clause in Contracts

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 5(e)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 5(e)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Rate shall be made and provision shall be made so that the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from the Organic Change which the holder of such share of Series A Preferred Stock would have received if such share of Series A Preferred Stock had been converted prior to such Organic Change.

Appears in 1 contract

Samples: Common Stock Exchange Agreement (VistaGen Therapeutics, Inc.)

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Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 5(e)(i5(c)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 5(e)(iv5(c)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person that is not deemed a liquidation pursuant to Section 4(b) (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Rate shall be made and provision shall be made so that the holder of each share of Series A B Preferred Stock shall have the right thereafter to convert such share of Series A B Preferred Stock into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from the Organic Change which as the holder of such share of Series A Preferred Stock would have received as a result of the Organic Change and if such share of the holder had converted its Series A B Preferred Stock had been converted (without regard to Section 7 hereof) into the Company’s Common Stock prior to such the Organic Change.

Appears in 1 contract

Samples: Securities Exchange Agreement (Neoprobe Corp)

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 5(e)(i5(c)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 5(e)(iv5(c)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person that is not deemed a liquidation pursuant to Section 4(b) (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Rate shall be made and provision shall be made so that the holder of each share of Series A C Preferred Stock shall have the right thereafter to convert such share of Series A C Preferred Stock into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from the Organic Change which as the holder of such share of Series A Preferred Stock would have received as a result of the Organic Change and if such share of the holder had converted its Series A C Preferred Stock had been converted into the Company’s Common Stock prior to such the Organic Change.

Appears in 1 contract

Samples: Securities Exchange Agreement (Neoprobe Corp)

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Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company Corporation (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 5(e)(i)Sections 6.c.i, (ii) and (iii)6.c.ii, 6.c.iii, or a reclassification, exchange or substitution of shares provided for in Section 5(e)(iv)6.c.v), or a merger or consolidation of the Company Corporation with or into another corporation, or the sale of all or substantially all of the Company's Corporation’s properties or assets to any other person that is not deemed a liquidation pursuant to Section 4.b (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Rate shall be made and provision shall be made so that the holder of each share of Series A F Preferred Stock shall have the right thereafter to convert such share of Series A F Preferred Stock into the kind and amount of shares of stock and other securities or property of the Company Corporation or any successor corporation resulting from the Organic Change which as the holder of such share of Series A Preferred Stock would have received as a result of the Organic Change and if such share of the holder had converted its Series A F Preferred Stock had been converted into the Corporation’s Common Stock prior to such the Organic Change.

Appears in 1 contract

Samples: Stock Exchange and Loan Agreement (Navidea Biopharmaceuticals, Inc.)

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