Change of Control Transactions. If, at any time while this Warrant is outstanding, the Company effects any Change of Control Transaction (as defined below), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Change of Control Transaction, upon exercise of this Warrant, the number of shares of Common Stock or other capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and/or any additional consideration or alternate consideration (collectively, the “Alternate Consideration”) receivable upon or as a result of such Change of Control Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Change of Control Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Change of Control Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Change of Control Transaction, then the Holder shall, to the extent practical, be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Change of Control Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Change of Control Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.
Change of Control Transactions. Notwithstanding anything herein to the contrary, a Change of Control Transaction shall be treated as a Liquidation Event for all purposes of Section A.5 of this Article Fourth. In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of this Section A.5(b) of this Article Fourth, including (i) in the case of a Change of Control Transaction structured as a merger or consolidation, including in the definitive agreement relating to such Change of Control Transaction provision for the payment in cash of a price per share to the holders of Series A Preferred Stock equal to the Series A Preference Amount, or (ii) in the case of a Change of Control Transaction structured in any manner other than a merger or consolidation, redeeming the Series A Preferred Stock in connection with and as a condition to the Change of Control Transaction for a price per share in cash equal to the Series A Preference Amount. In the event of a Change of Control Transaction, if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the definitive agreement relating to such Change of Control Transaction shall provide that (x) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth as if the Initial Consideration were the only consideration payable in connection with such Change of Control Transaction and (y) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section A.5(a) of this Article Fourth after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Article Fourth, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Change of Control Transaction shall be deemed to be Additional Consideration. The Corporation shall promptly provide to the holders of shares of Series A Preferred Stock such information concerning the terms of such Change of Control Transaction as may reasonably be requ...
Change of Control Transactions. Each of GEI, Xxxxxxxx and ------------------------------ XxXxxxxxx agrees that no such Stockholder shall, without the prior consent of the other two Stockholders, pursue, advocate or enter into an agreement in respect of any recapitalization, reclassification, share exchange, reorganization, merger, consolidation or similar transaction involving the Company unless all holders of Common Stock of the Company will be treated identically in such transaction, but ratably in proportion to their respective Equity Ownership.
Change of Control Transactions. In the event (i) Carvana Co. enters into an agreement to consummate a Change of Control transaction (as defined in the Exchange Agreement) or (ii) any Person commences a tender offer or exchange offer for any of the outstanding shares of Carvana Co.’s stock, Carvana Co. will take all reasonable actions in order to effect any Change of Control Exchange as defined in the Exchange Agreement.
Change of Control Transactions. Prior to a Change of Control, the Company shall send a written notice of the same to the Holder. The Holder shall have twenty (20) days from the date of such notice to exercise this Warrant in accordance with Section 7. If within such twenty (20) day period any portion of this Warrant shall not have been exercised, then, upon the consummation of the Change of Control, the unexercised portion of the Warrant shall be deemed forfeited.
Change of Control Transactions. Subject to compliance with Section 1.3(c), Section 1.3(d) and Section 3.2, the Investor and its Affiliates may vote any Voting Stock Beneficially Owned by any of them in their sole discretion on any Change of Control transaction submitted to the stockholders of the Company for approval, provided that on and after the fourth anniversary of the date of this Agreement, the Investor may, notwithstanding Section 1.3(c) or Section 1.3(d) hereof, but subject to compliance with Section 3.2 hereof, vote in its discretion on any proposal to replace Directors that is made by an unaffiliated third party in connection with a Change of Control transaction proposed by such unaffiliated third party.
Change of Control Transactions. (a) the direct or indirect acquisition (except for transactions described in clause (b) of this paragraph below), whether in one or a series of transactions by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act), or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), of (i) beneficial ownership (as defined in the Exchange Act) of issued and outstanding shares of capital stock of the Company, the result of which acquisition is that such person or such group possesses 25% or more of the combined voting power of all then-issued and outstanding share capital of the Company, or (ii) the power to elect, appoint, or cause the election or appointment of at least a majority of the members of the Board (or such other governing body in the event the Company or any successor entity is not a corporation); (b) a merger, consolidation or other reorganization or recapitalization of the Company with a person or a direct or indirect subsidiary of such person, provided that the result of such merger, consolidation or other reorganization or recapitalization, whether in one or a series of related transactions, is that the holders of the outstanding shares of capital stock of the Company immediately prior to such consummation do not possess, whether directly or indirectly, immediately after the consummation of such transaction, in excess of 75% of the combined voting power of all then-issued and outstanding capital stock of the merged, consolidated, reorganized or recapitalized person, its direct or indirect parent, or the surviving person of such transaction; or (c) a sale or disposition, whether in one or a series of transactions, of all or substantially all of the Company’s assets. Claimant: as defined in Section 9.2(b). Company: as defined in the first paragraph of this Agreement.
Change of Control Transactions. Notwithstanding any other Section of this Article 6, any transaction that qualifies as a Change of Control under clause (a) of the definition thereof that results in a Change of Control Repurchase Event for which an offer to repurchase the Notes is otherwise required in accordance with this Article 6 shall be governed by the provisions in Article 5 hereof and/or the provisions in Article Eight of the Indenture and not by this Article 6.
Change of Control Transactions. If a vote of holders of Shares (or any class or series of Shares) is required under any applicable law or stock exchange regulations in connection with a Change of Control transaction being implemented pursuant to Section 4.2 or is determined to be otherwise desirable by the Requisite Principal Investors in connection with a transaction being implemented pursuant to Section 4.2, each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any sale, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Requisite Principal Investors of their rights under Section 4.2 and in all cases consistent with the provisions of such Section.
Change of Control Transactions. In the event of a Change of Control Transaction prior to the termination of the Exercise Period, then immediately upon closing thereof, the Company may give the Holder written notice of the occurrence of a Change of Control Transaction, and the Holder may either (a) give the Company written notice that the Holder declines to exercise this Warrant, in which event this Warrant shall expire, or (b) if the Holder does not give the Company the notice provided in the foregoing clause (a), then forty-five (45) days after the Holder’s receipt of notice from the Company of the occurrence of a Change of Control Transaction, this Warrant shall be deemed to be fully exercised (to the extent not previously exercised), and the Holder thereupon shall be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation, or other consideration, resulting from such Change of Control Transaction, to which the Holder would have been entitled if the Holder had exercised this Warrant in full (to the extent not previously exercised) immediately prior to the closing of such Change of Control Transaction.
