Common use of Change Resulting from Reorganization or Change in Par Value, etc Clause in Contracts

Change Resulting from Reorganization or Change in Par Value, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock which solely affects the par value of the shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Series B Preferred Stock shall have the right thereafter (until the Mandatory Conversion or its equivalent) to receive upon the conversion of the Series B Preferred Stock the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a holder of the number of shares of Common Stock into which the Series B Preferred Stock is convertible immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock, then such adjustment also shall be made.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Orion Acquisition Corp Ii), Agreement and Plan of Merger (Selena Pharmeceuticals Inc), Agreement and Plan of Merger (Orion Acquisition Corp Ii)

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Change Resulting from Reorganization or Change in Par Value, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock which solely affects the par value of the shares of Common Stock, or in the case of any merger or consolidation of the Company Corporation with or into another corporation (other than a consolidation or merger in which the Company Corporation is the continuing corporation and which does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company Corporation as an entirety or substantially as an entirety in connection with which the Company Corporation is dissolved, the holders of the Series B A Preferred Stock shall have the right thereafter (until the Mandatory Conversion or its equivalentunless otherwise converted) to receive upon the conversion of the Series B A Preferred Stock the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a holder of the number of shares of Common Stock into which the Series B A Preferred Stock is convertible immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock, then such adjustment also shall be made.

Appears in 1 contract

Samples: Preferred Stock Rescission and Purchase Agreement (Blue Holdings, Inc.)

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