Certain Reorganizations. The Company shall give each registered holder of Warrants 30 days' prior written notice of any Stock Merger or Cash-Out Transaction (as defined below), in which case the following provisions will apply. in such transaction shall consist solely of capital stock of the surviving or continuing corporation or of an affiliate (a "Stock Merger"), each Warrant shall, without any action on the part of the holder thereof, be deemed to represent the right to acquire (in lieu of the number of shares of Common Stock deliverable upon exercise of such Warrant) the number of shares of stock of the surviving or continuing corporation (or an affiliate) to which a holder of the number of shares of Common Stock which would otherwise have been deliverable upon the exercise of such Warrant would have been entitled upon such Stock Merger, if such Warrant had been exercised in full immediately prior to the record date for determining shareholders entitled to participate in such Stock Merger (the "Newco Shares"). The Exercise Price for the Warrants shall in such event be adjusted effective as of the date of the Stock Merger, such that the Exercise Price for each Newco Share shall be an amount equal to (i) the product of (A) the Exercise Price immediately prior to the Stock Merger multiplied by (B) the aggregate number of shares of Common Stock issuable upon exercise of all outstanding Warrants immediately prior to the Stock Merger divided by (ii) the maximum number of Newco Shares deliverable upon exercise in full of all outstanding Warrants. The Company shall not effect any Stock Merger, unless upon or prior to the consummation thereof the surviving or continuing corporation shall assume by legally binding written instrument (which need not be signed by the Warrant holders) the obligation to deliver to the registered holder of any Warrant such shares of stock as such holder shall be entitled to purchase in accordance with the foregoing provisions. Upon request by any registered holder of a Warrant, the surviving or continuing corporation shall issue to a holder of a Warrant Certificate a certificate representing the right to acquire the Newco Shares in accordance with the terms hereof.
Certain Reorganizations. The Committee shall authorize the issuance, continuation or assumption of any outstanding portion of the Option or provide for other equitable adjustments to the Option after changes in the Shares resulting from any merger, consolidation, sale of assets, acquisition of property or stock, recapitalization, reorganization or similar occurrence in which the Company is the continuing or surviving corporation.
Certain Reorganizations. Notwithstanding any other provisions of Section 12, in the event that the Company transfers substantially all of its assets to a wholly-owned subsidiary of the Company, receiving common stock of such subsidiary in return, and then makes a liquidating distribution of such common stock to holders of Membership Interests, holders of Warrants shall be entitled to receive, in exchange for such Warrants, warrants ("Exchange Warrants") to purchase the number of shares of common stock of such subsidiary that the holder of such Warrants would have been entitled to receive had such holder exercised such Warrants immediately prior to such transaction. The Company shall not effect any such transaction unless such subsidiary shall have entered into an agreement with the Warrant Agent providing the holders of Exchange Warrants with rights and privileges with respect thereto substantially similar to those that holders of Warrants enjoy under this Agreement.
Certain Reorganizations. Notwithstanding any other provision contained herein, in the event that the Company transfers substantially all of its assets to another entity, receiving common stock or other equity interests in such entity in return, and then makes a liquidating distribution of such common stock or other equity interest to holders of Units, such common stock or other equity interest shall be deemed to be Units for purposes of this Agreement, and all rights and obligations contained in this Agreement shall apply thereto.
Certain Reorganizations. In addition to the obligations of Optionee to sell the Shares and/or Options pursuant to Section 9 above, Optionee hereby agrees to exchange or otherwise transfer his Shares and/or Options, in the same manner as the FS Entities transfer Common Stock in transactions contemplated by Section 7.4 of that certain Shareholders Agreement dated April 7, 1998 among the Company, Xxxxxx Respiratory Care, Inc. ("Xxxxxx RCI") and certain other signatories thereto (the "Shareholders Agreement"). Optionee hereby consents to any sale, transfer, reorganization, exchange, merger, combination, liquidation or dissolution or other form of transaction described in Section 9 or as contemplated by Section 7.4 of the Shareholders Agreement and agrees to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Optionee further agrees to timely take such other actions as the Company or the FS Entities may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Optionee may have in connection therewith.
Certain Reorganizations. This Section 7.6 will be applicable to each of the undersigned only to the extent to which Schedule C hereto is filled in. Following the Closing and conditioned upon its consummation, at the written request of any one or more of the undersigned, together with all of the equity owners of the entity set forth on Schedule C, which request shall be given no later than 30 days after the Closing, Chateau and such entity shall use their commercially reasonable efforts to effect, if possible, a tax free reorganization of the entity with a "qualified REIT subsidiary" of Chateau, with the equity owners of such entity receiving shares of Common Stock in Chateau at the rate of one share for each Chateau OP Unit held by such entity as of the effective time of the reorganization. Chateau shall have no obligation to effect any such reorganization unless the following conditions are satisfied: (i) all of the equity owners satisfy, to the reasonable satisfaction of Chateau, that they are "accredited investors" under the Securities Act; (ii) such equity owners take such steps and execute such documents reasonably requested by Chateau to insure, to Chateau's reasonable satisfaction, that the offer and sale of the shares of Chateau common stock can be effected in a valid private placement under Regulation D under the Securities Act; (iii) such entities have not engaged, and are not currently engaged, in other activities (other than the ownership of CWS OP Units or the Chateau OP Units) or, if such entities have engaged in other activities in the past, such entities shall reasonably satisfy Chateau that such entities are free of any and all liabilities arising from or relating to any such other activities; (iv) the equity owners will agree to indemnify (in form and substance satisfactory to Chateau) Chateau and Chateau OP against all liabilities of such entity and any potential tax liabilities resulting from the reorganization; and (v) counsel to the entity (reasonably satisfactory to Chateau) shall deliver an opinion of counsel to Chateau to the effect that the reorganization qualifies as a tax free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
Certain Reorganizations. The Company shall give each registered holder of Warrants 30 days' prior written notice of any Stock Merger or Cash-Out Transaction (as defined below), in which case the following provisions will apply.
Certain Reorganizations. Notwithstanding anything to the contrary in this Agreement:
Certain Reorganizations. ...... The Holdings Board, without the requirement for the consent of any member other than the SAC Investors, subject to the provisions under “UBTI Restrictions” above, may elect to change the legal form of Holdings or the tax status of Holdings so long as such change is effected in a non-taxable transaction for U.S. federal income tax purposes.
