Certain Company Events Clause Samples

The 'Certain Company Events' clause defines specific occurrences or actions within a company that trigger particular rights, obligations, or consequences under an agreement. These events may include mergers, acquisitions, changes in control, bankruptcy, or significant asset sales, and the clause typically outlines what happens if any of these events occur, such as accelerated payments, termination rights, or notification requirements. Its core practical function is to provide clarity and predictability for both parties by pre-establishing procedures and consequences in the event of major company changes, thereby managing risk and reducing uncertainty.
Certain Company Events. Upon (i) a stock split, reverse stock split, stock dividend, exchange of shares, reclassification or recapitalization occurring on or after the date hereof and on each subsequent occurrence, (ii) a reorganization, liquidation, dissolution, winding up, combination, or merger of the Company occurring on or after the date hereof and on each subsequent occurrence, (iii) the declaration or making of any dividend or other distribution of the Company’s assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) or (iv) other event in which the Common Stock is converted into other securities, rights or property (each of (i) through (iv), “Certain Company Events”), the Holder shall receive (x) the same per share consideration that the holders of Common Stock received or will receive in connection with such Certain Company Events for the number of shares the Holder is entitled to pursuant to Section 3.01(A) above and (y) the same kind and amount of consideration for all other events that the holders of Common Stock received or will receive in connection with such Certain Company Events (including for the avoidance of doubt, for such shares the Holder is entitled to but has not yet received). If an event or circumstance would render the Holder unable to receive the shares of Common Stock it is entitled to receive on each Share Issuance Date, the Company shall, if permitted under applicable law, issue, without any action on the part of the Holder, the number of shares the Holder is entitled pursuant to Section 3.01(A) above before giving effect to such event or circumstance. Notwithstanding anything to the contrary herein, this Section 3.01(D) shall apply to all unissued shares of Common Stock detailed on Exhibit G.
View SourceView Similar (3)
Certain Company Events. (a) If, after the date of this Agreement and prior to the date of the Approval, there shall have been a Company Material Adverse Effect or a Company Representation Breach, Purchaser is permitted to notify Seller in writing as soon as Purchaser knows, or has reason to know, that a Company Material Adverse Effect or Company Representation Breach has occurred, or is reasonably expected to occur, which written notice shall specify in reasonable detail any Applicable Contracts, such information and documents as Purchaser has in its possession regarding such Company Material Adverse Effect or Company Representation Breach, as applicable, and the basis for and the expected impact of the Company Material Adverse Effect or Company Representation Breach, as applicable (a “Company Event Notice”) (it being understood and agreed that Purchaser may deliver more than one Company Event Notice if a Company Material Adverse Effect or Company Representation Breach occurs, or is reasonably expected to occur, subsequent to the delivery of any prior Company Event Notices). (b) Notwithstanding anything to the contrary in this Agreement, the provision of a Company Event Notice to Seller will not affect (A) any rights of Seller to, at its own cost, (i) contest the existence of a Company Material Adverse Effect or Company Representation Breach or (ii) contest the existence or amount of any Losses of Purchaser relating to such Company Material Adverse Effect or Company Representation Breach, it being agreed, in each case of (i) and (ii), Seller will provide Purchaser with such information and documents as Seller has in its possession in connection with the matters specified in the Company Event Notice, if any; and (B) any rights of Purchaser to, at its own cost, defend itself against any contest of Seller set forth in clause (A).
View SourceView Similar (2)

Related to Certain Company Events

  • Certain Corporate Events If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from, and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not provide the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes are convertible pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date to, but excluding, the date the Company provides such notice. No later than the Business Day after such effective date, the Company will send notice to the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to convert Notes.

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

  • Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

  • Absence of Certain Company Control Person Actions or Events To the Company's knowledge, none of the following has occurred during the past five (5) years with respect to a Company Control Person: (1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such Company Control Person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Such Company Control Person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Such Company Control Person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting, as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, any other Person regulated by the Commodity Futures Trading Commission ("CFTC") or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) Such Company Control Person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such Company Control Person to engage in any activity described in paragraph (3) of this item, or to be associated with Persons engaged in any such activity; or (5) Such Company Control Person was found by a court of competent jurisdiction in a civil action or by the CFTC or SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the CFTC or SEC has not been subsequently reversed, suspended, or vacated.