Certain Reorganizations Sample Clauses

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. (a) 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. (b) In the event of (i) the consolidation or merger of the Company with or into another corporation (other than a Stock Merger or a merger or consolidation in which the Company is the surviving or continuing corporation) or (ii) any sale, lease or conveyance to another corporation of the prope...
Sample 1
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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. (b) In the event of (i) the consolidation or merger of the Company with or into another corporation (other than a Stock Merger or a merger or consolidation in which the Company is the surviving or continuing corporation) or (ii) any sale, lease or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety (the transactions referred to in clauses (i) and (ii) being referred herein as a "Cash-Out Transaction"), then upon the effective date of the Cash-Out Transaction , each Warrant shall, unless it has been previously exercised, expire and instead shall represent the right of each Warrant holder to receive (and the Company shall pay to such Warrant holder) the sum of (A) (i) the product of the number of shares of Common Stock issuable upon exercise of such Warrant on the day preceding the consummation of the Cash-Out Transaction, multiplied by (ii) the excess of (x) the closing price for a share of Common Stock, as reported by the principal national securities exchange or quotation system on which the Common Stock is then traded over (y) the Exercise Price therefor, on the day preceding the consummation of the Cash-Out Transaction and (B) in the event that the effective date of the consummation of the Cash-Out Transaction is on or prior to the second anniversary of the date hereof, the Make-Up Amount (as defined below), if any. For purposes of this Section 3.6, the Make-Up Amount shall mean, with respect to each Warrant, the excess, if any, of $7.30 over the amount payable with respect to such Warrant under clause (A) above.
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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.
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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.
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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.
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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.
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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.
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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").
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Related to Certain Reorganizations

  • The Reorganization 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

  • Merger or Reorganization If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.

  • Merger or Consolidation Conversion Reorganization (a) Merger or Consolidation. (1) Pursuant to an agreement of merger or consolidation, the Board of Trustees may cause the Trust or any of its subsidiaries to merge or consolidate with or into one or more statutory trusts or “other business entities” (as defined in Section 3801 of the Delaware Act) formed or organized or existing under the laws of the State of Delaware or any other state of the United States or any foreign country or other foreign jurisdiction. Any such merger or consolidation shall require approval by vote of the Board of Trustees followed by approval of the Shareholders as set forth in Section 9.1. (2) By reference to Section 3815(f) of the Delaware Act, any agreement of merger or consolidation approved in accordance with this Section 9.3(a) may, without a separate Shareholder vote, unless required by the 1940 Act or the requirements of any stock exchange on which Shares are listed for trading, effect any amendment to the Governing Instrument or effect the adoption of a new governing instrument if the Trust is the surviving or resulting statutory trust in the merger or consolidation, which amendment or new governing instrument shall be effective at the effective time or date of the merger or consolidation. (3) If the Trust is to be the surviving or resulting statutory trust, any one (1) Trustee shall execute, and cause to be filed, a certificate of merger or consolidation in accordance with Section 3815 of the Delaware Act.

  • Reclassification, Reorganization and Consolidation In case of any reclassification, capital reorganization, or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6(a) above), then, as a condition of such reclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the holder of this Warrant, so that the holder of this Warrant shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

  • Adjustment for Reorganization, Consolidation, Merger In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such 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 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.

  • Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Capital Adjustments and Reorganizations The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Adjustment for Reorganization Consolidation Merger Etc In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the Grant Date or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 8.1; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation.

  • Capital Reorganization If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

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