Consequences of an Acquisition Sample Clauses

Consequences of an Acquisition. In connection with the consummation of an Acquisition, the Board of Directors of the Company or the board of directors of the surviving or acquiring entity (as used in this Section 17, also the “Board”), shall make appropriate provision for the continuation of this option by the Company or the assumption of this option by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to this option either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to this option immediately preceding the Acquisition. In addition to or in lieu of the foregoing, the Board may, upon written notice to the Optionee, provide that this option must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period this option shall terminate, or provide that this option, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to this option over the exercise price thereof; provided, however, that before terminating any portion of this option that is not vested or exercisable (other than in exchange for a cash payment), the Board shall first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by the Board, any repurchase rights or other rights of the Company that relate to this option shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for this option pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.
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Consequences of an Acquisition. In the event of an Acquisition, AND (i) the successor (a "Successor To The Business") fails to assume the obligations of the Company under this Agreement or (ii) Employee's employment is (x) at the time of the Acquisition terminated by the Company without cause or (y) terminated by any Successor To The Business without Cause or the Employee terminates his employment for Good Reason (as defined in the Employment Agreement) and, in any such event, the Employee signs a comprehensive release in the form and of a scope acceptable to the Company, then the options granted hereby will become exercisable in full on the date of the Acquisition (in the case of (i)) or such termination (in the case of (ii)) PROVIDED, HOWEVER, that if an event described in this Section 13(a) occurs (x) before November 23, 2000, then only the first 150,000 options granted hereby will vest on the date of such termination and the remaining 350,000 options will be canceled, and any other option to purchase stock of the Company will be canceled or (y) after November 23, 2000 but before November 23, 2001, then only the first 325,000 options granted hereby will vest on the date of such termination and the remaining 175,000 options will be canceled, and any other option to purchase stock of the Company will be canceled.
Sample 1
Consequences of an Acquisition. In the event of an Acquisition, and (i) the successor (a "Successor To The Business") fails to assume the obligations of the Company under this Agreement or (ii) Employee's employment is (x) at the time of the Acquisition terminated by the Company without cause or (y) terminated by any Successor To The Business without Cause or the Employee terminates his employment for Good Reason (as defined in the Employment Agreement) and, in any such event, the Employee signs a comprehensive release in the form and of a scope acceptable to the Company, then the options granted hereby will become exercisable in full on the date of the Acquisition (in the case of (i)) or such termination (in the case of (ii)).
Sample 1

Related to Consequences of an Acquisition

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Permitted Transactions The Customer agrees that it will cause transactions to be made pursuant to this Agreement only upon Instructions in accordance Section 14 and only for the purposes listed below.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Fundamental Changes and Asset Sales (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

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