Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Frontstep Inc), Securities Purchase Agreement (Frontstep Inc)
Consolidation, Merger or Sale of Assets. In case of any permitted consolidation of the Company Borrower with, or merger of the Company into, any other Person, or in case of any merger of another Person into the Company Borrower (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) Stock), or in case of any permitted sale or transfer of all or substantially all of the assets of the Company or of Borrower, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the shall agree and provide or cause provision to be made so that a Holder shall have the right thereafter right, during the period this Note shall be convertible, to exercise or exchange convert this Warrant for Note into the kind and amount of securities, cash and other property receivable immediately prior to or upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares for Stock into which this Warrant may Note might have been exercised or exchanged immediately prior to such consolidation, merger, sale or transferconverted by its terms (at the Holder sole discretion), assuming (i) such holder of Common Shares Stock (i) is not a Person with which the Company Borrower consolidated or into which the Company Borrower merged or which merged into the Company Borrower or to which such sale or transfer was made, as the case may be (a "CONSTITUENT PERSONConstituent Person"), or an Affiliate affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such Person's rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 (C) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The above provisions of this paragraph 9 (C) shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 2 contracts
Samples: Secured Revolving Note (Digital Lifestyles Group Inc), Secured Convertible Minimum Borrowing Note (Digital Lifestyles Group Inc)
Consolidation, Merger or Sale of Assets. In case of any permitted consolidation of the Company Borrower with, or merger of the Company into, any other Person, or in case of any merger of another Person into the Company Borrower (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) Stock), or in case of any permitted sale or transfer of all or substantially all of the assets of the Company or of Borrower, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the shall agree and provide or cause provision to be made so that a Holder shall have the right thereafter right, during the period this Note shall be convertible, to exercise or exchange convert this Warrant for Note into the kind and amount of securities, cash and other property receivable immediately prior to or upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares for Stock into which this Warrant may Note might have been exercised or exchanged immediately prior to such consolidation, merger, sale or transferconverted by its terms (at the Holder sole discretion), assuming (i) such holder of Common Shares Stock (i) is not a Person with which the Company Borrower consolidated or into which the Company Borrower merged or which merged into the Company Borrower or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"a “Constituent Person”), or an Affiliate affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such Person’s rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON“non-ELECTING SHARE"electing share”), then for the purpose of this paragraph 9 (C) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The above provisions of this paragraph 9 (C) shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 2 contracts
Samples: Secured Revolving Note (Digital Lifestyles Group Inc), Secured Convertible Note (Digital Lifestyles Group Inc)
Consolidation, Merger or Sale of Assets. In Notwithstanding any other provision herein to the contrary, in case of any consolidation of or merger to which the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company is a party (other than a merger or consolidation in which does the Company is the continuing corporation and in which the Company's Common Stock outstanding immediately prior to the merger or consolidation is not result exchanged for cash or the securities or other property of another corporation), or in any reclassification, conversion, exchange or cancellation case of outstanding Common Shares) or any sale or transfer of all or substantially all conveyance to another corporation of the assets property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (other than in connection with a merger or acquisition), the Person corporation formed by such consolidation or resulting from such the corporation whose securities, cash or other property will immediately after the merger or which acquires consolidation be owned, by virtue of the merger or consolidation by the holders of Common Stock of the Company immediately prior to the merger, or the corporation that shall have acquired such assetsassets or securities of the Company, as the case may be, shall promptly execute and deliver to the Holder Trustee a supplemental indenture providing that the holder of each Security then outstanding shall have the right thereafter to exercise or exchange this Warrant for convert such Security into the kind and amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer conveyance by a holder of the number of shares of Common Shares for Stock into which this Warrant may such Security might have been exercised or exchanged converted immediately prior to such consolidation, merger, statutory exchange, sale or transfer, conveyance assuming (i) such holder of Common Shares is Stock did not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such its rights of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer conveyance (provided that that, if the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer conveyance is not the same for each share of Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and Stock in respect of which such rights of election shall not have been exercised (a "NONnon-ELECTING SHAREelecting share"), then for the purpose purposes of this paragraph 9 Section 1311, the kind and amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer by conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments Such supplemental indenture shall provide for events subsequent appropriate adjustment with respect to the effective date rights of such a consolidationthe holders of the Securities, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so end that the provisions set forth herein for in this Article Thirteen shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the protection conversion of the rights of Securities. Any such adjustment shall be evidenced by a certificate delivered to the Holder shall thereafter continue to be applicable; Trustee and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and propertypaying agent. The above provisions of this paragraph 9 Section 1311 shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Companyconveyances.
Appears in 2 contracts
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Decrane Holdings Co), Warrant Agreement (Decrane Holdings Co)
Consolidation, Merger or Sale of Assets. In case the event of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of to the Person formed by such consolidation or resulting from such merger or which acquires such assetsmerger, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and and/or other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to . In determining the kind or and amount of securities, cash and and/or other property receivable upon such consolidation, merger, sale or transfer (provided that transfer, if the kind or amount holders of securities, cash and other property receivable Common Stock have the right to elect as to the consideration to be received upon the consummation of such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE")transfer, then for the purpose of this paragraph 9 consideration that the kind and amount of securities, cash and other property receivable Holder shall be entitled to receive upon such consolidation, merger, sale or transfer by each non-electing share exercise shall be deemed to be the kind and amount so receivable per share of consideration received by a plurality the majority of the non-electing sharesall holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). Adjustments for events subsequent to the effective date of such a consolidation, merger merger, sale or sale transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease or transferlease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 2 contracts
Samples: Warrant Amendment Agreement (American Shared Hospital Services), Note and Warrant Purchase Agreement (American Shared Hospital Services)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange convert this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged converted immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Choice One Communications Inc), Warrant Agreement (Choice One Communications Inc)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 Section 10 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.nearly
Appears in 2 contracts
Samples: Master Services Agreement (Aris Corp/), Master Services Agreement (Aris Corp/)
Consolidation, Merger or Sale of Assets. In case of any reclassification of the Common Stock, any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) or Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, the lawful provision shall be made as part of the Person formed by terms of such consolidation or resulting from such merger or which acquires such assets, as transaction whereby the case may be, the Holder holder of this Note shall have the right thereafter thereafter, during the period such share shall be convertible hereunder, to exercise or exchange convert this Warrant for Note only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange by a holder of the number of shares of Common Shares for Stock of the Company into which this Warrant may Note might have been exercised or exchanged converted immediately prior to such reclassification, consolidation, merger, sale sale, transfer or transfer, share exchange assuming (i) such holder of Common Shares Stock of the Company (i) is not a Person person with which the Company consolidated or into which the Company merged or which that merged into the Company or Company, to which such sale or transfer was mademade or a party to such share exchange, as the case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate affiliate of a Constituent Person constituent person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassi fication, consolidation, merger, sale sale, transfer or transfer share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange is not the same for each share of Common Share Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person constituent person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments The Company, the person formed by such consolidation or resulting from such merger or that acquires such assets or that acquires the Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments that, for events subsequent to the effective date of such a consolidationcertificate or articles of incorporation or other constituent document, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and propertySection 5. The above provisions of this paragraph 9 shall similarly apply to successive reclassifications, consolidations, mergers, sales sales, transfers or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Companyshare exchanges.
Appears in 2 contracts
Samples: Note Purchase Agreement (Meridian Resource Corp), Note Purchase Agreement (Meridian Resource Corp)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this the Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this the Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONConstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.amount
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall Exhibit B-11 47 be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes Notwithstanding the foregoing provisions of this paragraph 9(i), "Person" shall not include any entity the treatment of which securities or other ownership interests having ordinary voting power to elect a majority this Warrant in connection with the merger of the board of directors or other persons performing similar functions are owned directly or indirectly Company with and into Thermadyne Holdings Corporation shall be governed by the Companyparagraph (n).
Appears in 1 contract
Samples: Subscription Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Class C Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Class C Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of shares of Class C Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of shares of Class C Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Class C Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.for
Appears in 1 contract
Samples: Warrant Agreement (Cei Systems Inc)
Consolidation, Merger or Sale of Assets. In case of any reclassification of the Common Stock, any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) or Stock of the Company), any sale or transfer of all or substantially all other disposition of the assets of the Company substantially as an entirety or of any compulsory share exchange pursuant to which share exchange the Person formed by such consolidation Common Stock is converted into other securities, cash or resulting from such merger or which acquires such assetsother property, as the case may be, then the Holder of each Security then outstanding shall have the right thereafter thereafter, during the period such Security shall be convertible, pursuant to exercise or exchange this Warrant for Section 1301, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange by a holder of the number of shares of Common Shares for Stock of the Company into which this Warrant may such Security might have been exercised or exchanged converted immediately prior to such reclassification, consolidation, merger, sale sale, other disposition or transfer, share exchange assuming (i) such holder of Common Shares Stock (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or Company, to which such sale or transfer other disposition was mademade or a party to such share exchange, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange is not the same for each share of Common Share Stock held immediately prior to such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange by other others than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHAREnon- electing share"), then for the purpose of this paragraph 9 Article the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange by each non-non- electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments The Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture to establish such right. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such a consolidationsupplemental indenture, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and propertyArticle. The above provisions of this paragraph 9 Section shall similarly apply to successive reclassifications, consolidations, mergers, sales sales, other dispositions or transfersshare exchanges. For purposes Notice of this paragraph 9the execution of such a supplemental indenture shall be given by the Company to each Holder by mailing such notice to his last address appearing on the Security Register. Neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of securities, "Person" shall not include any entity of which securities cash or other ownership interests having ordinary voting power property receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, sale, other disposition or share exchange or to elect a majority any such adjustment, but, subject to the provisions of Section 601, may accept as conclusive evidence of the board correctness of directors or other persons performing similar functions are owned directly or indirectly by any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the CompanyCompany shall cause to be furnished to the Trustee upon request.
Appears in 1 contract
Samples: Indenture (Offshore Logistics Inc)
Consolidation, Merger or Sale of Assets. (a) In case of any consolidation of the Company with, or merger of the Company into, with or into any other Person, any merger of another Person into the Company entity (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) shares of Stock), or any sale or transfer of all or substantially all of the assets of the Company or of the Person entity formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, after the date hereof, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares shares of Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"“Constituent Person”), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, election as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided however that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share share of Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON“Non-ELECTING SHARE"Electing Share”), then for the purpose purposes of this paragraph 9 Section the kind and amount of securities, cash cash, and other property receivable upon such consolidation, merger, sale or transfer by each nonNon-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonNon-electing sharesElecting Shares). For purposes of this Section 5, “Affiliate” shall have the meaning given to such term in Rule 12b-2 promulgated under the Securities and Exchange Act of 1934, as amended (the “1934 Act”).
(b) Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, the Company shall exercise its best efforts to have effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 Section 5 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In Subject to the provisions of Section 6(j) hereof, in case of any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, then, as a condition of such consolidation, merger, sale or transfer, the Holder Company or such person, as the case may be, shall forthwith make lawful and adequate provision whereby the holder of each Warrant then outstanding shall have the right thereafter to exercise or exchange this such Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this such Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate of a Constituent Person constituent person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person constituent person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantWarrant Agreement. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder Holders shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Warrant Agreement (Oracle Corp /De/)
Consolidation, Merger or Sale of Assets. In case of any ---------------------------------------- consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Sharesshares of Series E Preferred Stock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares shares of Series E Preferred Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Series E Preferred Stock is not a Person person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate of a Constituent Person constituent person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Series E Preferred Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share share of Series E Preferred Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person constituent person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 4 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-non- electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 4 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation of the event the Company consolidates with, merges with or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of sells all or substantially all of its property and assets to another entity, and in connection therewith, consideration to the assets holders of shares of Common Stock in exchange for their shares is (a) not payable solely in cash, each Warrant thereafter shall entitle the holder thereof to receive (upon exercise of the Company Warrant) the number of shares of capital stock or other securities or property that the holder of any shares of Common Stock is entitled to receive upon completion of such consolidation, merger or sale of assets (the “Merger Consideration”) or (b) payable solely in cash (“Cash Payment”), or in the event of the Person formed by dissolution, liquidation or winding-up of the Company, then the holders of the Warrants shall receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such consolidation event, less the Warrant Price. Upon receipt of the Merger Consideration or resulting from such Cash Payment, if any, the Warrants will expire and the rights of the holders thereof will cease. In the event a Warrant Holder is entitled, pursuant to the provisions of this Section 5.1, to receive the Merger Consideration or a Cash Payment as a result of any consolidation, merger or which acquires such sale of assets, the surviving or acquiring entity, and in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with the Warrant Agent the Merger Consideration, Cash Payment or funds, as the case may be, necessary to pay the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder holders of the number of Common Shares for which this Warrant may have been exercised Warrants. After such Merger Consideration, Cash Payment or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was madefunds, as the case may be ("CONSTITUENT PERSON")be, and the surrendered Warrant Certificates are received, the Warrant Agent shall make appropriate distribution of the Merger Consideration, Cash Payment or an Affiliate of a Constituent Person and (ii) in funds, as the case of a consolidation mergermay be, sale to such person or transfer which includes an election persons as to the consideration to it may be received directed in writing by the holders, holders surrendering such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the CompanyWarrants.
Appears in 1 contract
Samples: Warrant Agreement (Quadramed Corp)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company withshall be a party to any transaction (including, or merger of the Company intowithout limitation, any other Persona merger, any merger of another Person into the Company (other than a merger which does not result in any reclassificationconsolidation, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of the Company’s assets or recapitalization of the Common Stock but excluding any transaction to which Section 7(a) applies) in which the previously outstanding Common Stock shall be changed into or, pursuant to the operation of law or the terms of the transaction to which the Company is a party, exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the Person formed by foregoing, then, as a condition of the consummation of such consolidation or resulting from such merger or which acquires such assetstransaction, lawful and adequate provision shall be made so that the holders of Warrants shall be entitled, upon the exercise thereof, to an amount per share equal to (A) the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, the Holder shall have the right thereafter to exercise into which or exchange this Warrant for the kind and amount which each share of securities, cash and other property receivable upon such consolidation, merger, sale Common Stock is changed or transfer by a holder of exchanged times (B) the number of shares of Common Shares Stock for which this each Warrant may have been exercised or exchanged is exercisable immediately prior to the consummation of such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which transaction. In case the Company consolidated or into which the Company merged or which merged into the Company or shall be a party to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"a transaction described in this Section 7(e), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions provision shall be made in the certificate or articles by way of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise a supplemental agreement to this Agreement so that the provisions set forth herein for the protection of the exercise rights of the Holder Warrants shall thereafter continue to be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon exercise of the Warrants; and any such the resulting or surviving corporation or other corporation or noncorporate entity issuing or delivering such shares, other securities or property shall expressly assume the obligation to deliver, upon the exercise or exchangeof the Warrants, such shares shares, securities or property as the holders of stockthe Warrants shall be entitled to receive, pursuant to the provisions hereof, and to make provision for the protection of the exercise right as above provided. In case shares, securities or property other than Common Stock shall be issuable or deliverable upon exercise as aforesaid, then all references to Common Stock in this Section 7 shall be deemed to apply, so far as provided and as nearly as is reasonable, to any such shares, other securities, cash and securities or property. The provisions Such adjustment shall be made successively in the case of any transaction to which this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the CompanySection 7(e) applies.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any reclassification of Common Stock, any consolidation of the Company Borrower with, or merger of the Company Borrower into, any other Personperson, any merger of another Person person into the Company Borrower (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) or Stock of Borrower), any sale or transfer of all or substantially all of the assets of Borrower or any compulsory share exchange pursuant to which share exchange the Company Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the Person formed by terms of such consolidation or resulting from such merger or which acquires such assets, as the case may be, the transaction whereby Holder shall have the right thereafter thereafter, during the period this Note shall be convertible hereunder, to exercise or exchange convert this Warrant for Note only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange by a holder of the number of shares of Common Shares for Stock of Borrower into which this Warrant may Note might have been exercised or exchanged converted immediately prior to such reclassification, consolidation, merger, sale sale, transfer or transfer, share exchange assuming (i) such holder of Common Shares Stock of Borrower (i) is not a Person person with which the Company Borrower consolidated or into which the Company Borrower merged or which merged into the Company or Borrower, to which such sale or transfer was mademade or a party to such share exchange, as the case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate affiliate of a Constituent Person constituent person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange is not the same for each share of Common Share Stock of Borrower held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person constituent person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments Borrower, the person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires Borrower's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such a consolidationcertificate or articles of incorporation or other constituent document, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and propertyherein. The above provisions of this paragraph 9 shall similarly apply to successive reclassifications, consolidations, mergers, sales sales, transfers or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Companyshare exchanges.
Appears in 1 contract
Samples: Portfolio Leasehold Acquisition Agreement (Implantable Vision, Inc.)
Consolidation, Merger or Sale of Assets. In case Section 501 Consolidation, Merger or Sale of any consolidation Assets.
(a) With respect to the Notes, Article V of the Base Indenture shall be replaced in its entirety with this Section 501 (provided, that, this Article V shall not be applicable with respect to any other series of Securities issuable pursuant to the Base Indenture unless a supplemental indenture relating thereto expressly so provides).
(b) So long as any of the Notes are outstanding, the Company withmay, in any transaction or series of related transactions, consolidate with another Person to form a new Person, or merger of the Company merge into, any other Person, or sell, lease, convey, transfer or otherwise dispose of its assets substantially as an entirety to any Person only if:
(i) the Person formed by that consolidation or into which the Company is merged, or to which that sale, lease, conveyance, transfer or other disposition shall be made (collectively, the "Successor"), expressly assumes by supplemental indenture the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance of the Company's covenants and obligations under the Base Indenture, this Second Supplemental Indenture and the Notes;
(ii) immediately after giving effect to that transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing;
(iii) the Company or its Successor shall take those steps that are necessary to secure all outstanding notes equally and ratably with any Debt secured by a Lien, which would not be permitted under Article III hereof, that our property or assets would become subject to as a result of any transaction; and
(iv) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and that supplemental indenture comply with the Base Indenture, this Second Supplemental Indenture and the Notes.
(c) Upon any consolidation or merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) or any sale sale, lease, conveyance, transfer or transfer of all or substantially all other disposition of the assets of the Company or of the Person substantially as an entirety in accordance with this Section 501, any Successor formed by such that consolidation or resulting from such merger into or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which the Company consolidated or into which the Company is merged or which merged into the Company or to which such sale that sale, lease, conveyance, transfer or transfer was madeother disposition is made shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Base Indenture, this Second Supplemental Indenture and the Notes with the same effect as if that Successor had been named as the case may be ("CONSTITUENT PERSON")Company herein and the predecessor Company, or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities transfer or other ownership interests having ordinary voting power to elect a majority of disposition, shall be released from all obligations under the board of directors or other persons performing similar functions are owned directly or indirectly by Base Indenture, this Second Supplemental Indenture and the CompanyNotes.
Appears in 1 contract
Samples: Second Supplemental Indenture (Affiliated Computer Services Inc)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 Section I the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 Section I shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In Subject to the provisions of Section 6(j) hereof, in case of any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, then, as a condition of such consolidation, merger, sale or transfer, the Holder Company or such person, as the case may be, shall forthwith make lawful and adequate provision whereby the holder of each Warrant then outstanding shall have the right thereafter to exercise or exchange this such Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this such Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate of a Constituent Person constituent person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person constituent person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-non- electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantWarrant Agreement. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder Holders shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Warrant Agreement (Oracle Corp /De/)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Class C Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Class C Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of shares of Class C Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or 10 11 which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of shares of Class C Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Class C Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Warrant Agreement (Cei Systems Inc)
Consolidation, Merger or Sale of Assets. In case of If any consolidation of the Company withfollowing events, namely (i) the reclassification or merger change of the Company into, any other Person, any merger of another Person into the Company outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which does not result holders of Common Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in any reclassification, conversion, exchange or cancellation of outstanding for such Common Shares, or (iii) or any sale or transfer of all or substantially all conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other entity as a result of which holders of Common Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Shares, shall occur, then the Person formed by such consolidation Company or resulting from such merger the successor or which acquires such assetspurchasing' entity, as the case may be, shall execute with the Holder Trustee a supplemental indenture (which shall have conform to the right thereafter to exercise or exchange this Warrant for Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Security shall be convertible into the kind and amount of securities, cash shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer conveyance by a holder of the number of Common Shares for which this Warrant may have been exercised or exchanged issuable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, combination, sale or transferconveyance, assuming (i) such holder of Common Shares (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a "CONSTITUENT PERSONConstituent Person"), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHAREnonelecting share"), then for the purpose of this paragraph 9 Section 1512 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Adjustments Such supplemental indenture shall provide for adjustments that for events subsequent to the effective date of such a consolidation, merger or sale of assets supplemental indenture shall be as a nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and propertyArticle. The above provisions of this paragraph 9 Section 1512 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Indenture (Arvin Industries Inc)
Consolidation, Merger or Sale of Assets. In case If any transaction shall occur, including without limitation (i) any recapitalization or reclassification of shares of Common Shares or any class or series of Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Shares), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, Corporation with or into another person or any merger of another Person person into the Company Corporation (other than a merger in which the Corporation is the surviving corporation and that does not result in any a reclassification, conversion, exchange or cancellation of outstanding Common Shares) , or any sale class or series of Common Shares), (iii) any sale, lease or transfer of all or substantially all of the assets of the Company Corporation, (iv) any compulsory share exchange, or (v) any conversion of all of the Person outstanding Class B Common Shares into Class A Common Shares, pursuant to any of which holders of Class B Common Shares shall be entitled to receive other securities, cash or other property, then appropriate provision shall be made so that the holder of each share of Convertible Preferred Shares then outstanding shall have the right thereafter to receive on account of such share only the kind and amount of the securities, cash or other property that would have been receivable upon such recapitalization, reclassification, consolidation, merger, sale, lease, transfer, share exchange or conversion by a holder of the number of shares of Class B Common Shares issuable upon conversion of such share of Convertible Preferred Shares immediately prior to such recapitalization, reclassification, consolidation, merger, sale, lease, transfer or share exchange, and the Corporation shall not enter into any such merger, consolidation, sale, lease, transfer or share exchange unless the company formed by such consolidation or resulting from such merger or which that acquires such assetsassets or that acquires the Corporation's shares, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (ii) make provisions in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the its certificate or articles of incorporation or other constituent document or certificate of the resulting merger or surviving corporationother document effecting any such merger, in any contract of consolidation, sale, conveyancelease, lease transfer or transfershare exchange to establish such right. Upon the occurrence of any transaction described in the preceding sentence (except clause (i) thereof), or otherwise so that the Convertible Preferred Shares then outstanding shall be deemed converted, subject nevertheless to the provisions set forth herein for of Section 8 to the protection of the rights of the Holder shall thereafter continue to be extent applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Talbert Medical Management Holdings Corp)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to thereafter, upon exercise or exchange of this Warrant for in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("“CONSTITUENT PERSON"”), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("“NON-ELECTING SHARE"”), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 10 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Warrant Agreement (Visteon Corp)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company withshall be a party to any transaction (including, or merger of the Company intowithout limitation, any other Persona merger, any merger of another Person into the Company (other than a merger which does not result in any reclassificationconsolidation, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of the Company's assets or recapitalization of the Common Stock but excluding any transaction to which Section 7(a) applies) in which the previously outstanding Common Stock shall be changed into or, pursuant to the operation of law or the terms of the transaction to which the Company is a party, exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the Person formed by foregoing, then, as a condition of the consummation of such consolidation or resulting from such merger or which acquires such assetstransaction, lawful and adequate provision shall be made so that the holders of Warrants shall be entitled, upon the exercise thereof, to an amount per share equal to (A) the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, the Holder shall have the right thereafter to exercise into which or exchange this Warrant for the kind and amount which each share of securities, cash and other property receivable upon such consolidation, merger, sale Common Stock is changed or transfer by a holder of exchanged times (B) the number of shares of Common Shares Stock for which this each Warrant may have been exercised or exchanged is exercisable immediately prior to the consummation of such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which transaction. In case the Company consolidated or into which the Company merged or which merged into the Company or shall be a party to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"a transaction described in this Section 7(e), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions provision shall be made in the certificate or articles by way of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise a supplemental agreement to this Agreement so that the provisions set forth herein for the protection of the exercise rights of the Holder Warrants shall thereafter continue to be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon exercise of the Warrants; and any such the resulting or surviving corporation or other corporation or noncorporate entity issuing or delivering such shares, other securities or property shall expressly assume the obligation to deliver, upon the exercise or exchangeof the Warrants, such shares shares, securities or property as the holders of stockthe Warrants shall be entitled to receive, pursuant to the provisions hereof, and to make provision for the protection of the exercise right as above provided. In case shares, securities or property other than Common Stock shall be issuable or deliverable upon exercise as aforesaid, then all references to Common Stock in this Section 7 shall be deemed to apply, so far as provided and as nearly as is reasonable, to any such shares, other securities, cash and securities or property. The provisions Such adjustment shall be made successively in the case of any transaction to which this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the CompanySection 7(e) applies.
Appears in 1 contract
Samples: Indenture (Delta Financial Corp)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer Transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transferTransfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer Transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer Transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer Transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transferTransfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the CompanyTransfers.
Appears in 1 contract
Samples: Subscription Agreement (World Almanac Education Group Inc)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 9, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation None of the Company withLoan Parties will, or merger will permit any of the Company intotheir respective Subsidiaries to, wind up, liquidate or dissolve its affairs, or enter into any other Persontransaction of merger, amalgamation or consolidation, or sell, transfer or otherwise dispose of all or any merger part of another Person into the Company its property or assets (other than sales of Inventory and surplus or obsolete assets in the ordinary course of business), except that
(a) any Subsidiary of the Borrower may merge, consolidate, wind up, liquidate or dissolve into and with the Borrower or any other wholly-owned Subsidiary of the Borrower; provided that (i) when any Guarantor is merging or consolidating with another Subsidiary that is not a Guarantor, the Guarantor shall be the continuing or surviving Person, and (ii) when any Domestic Subsidiary is merging or consolidating with a Subsidiary that is not a Domestic Subsidiary, the Domestic Subsidiary shall be the continuing or surviving Person;
(b) the Borrower and its Subsidiaries may make Permitted Investments;
(c) any Subsidiary of the Borrower may sell its assets to the Borrower or another wholly-owned Subsidiary of the Borrower; provided that no Guarantor shall be permitted to sell its assets under this clause (c) to any Person that is not a Loan Party;
(d) sales of assets by the Loan Parties and their Subsidiaries (other than capital stock or other equity interests in any Loan Party or any Subsidiary of any Loan Party) not to exceed $4,000,000 in the aggregate in any fiscal year;
(e) Permitted Acquisitions;
(f) the Borrower and its Subsidiaries may enter into new contracts with third parties to lease or otherwise finance such third parties’ purchase of ATM Equipment having an aggregate fair market value not in excess of the sum of $1,000,000 in each fiscal year (which amount shall not include any renewals of existing lease or financing contracts);
(g) sale or disposition of assets occurring as the result of a casualty event, condemnation or expropriation;
(h) sale or disposition of chattel paper to third parties pursuant to arms-length transactions for fair value in the ordinary course of business;
(i) the Borrower may contribute all or any part of the capital stock of Bidco to any Foreign Subholdco, and the Borrower or any Foreign Subholdco may contribute all or any part of the capital stock of Bidco to one or more wholly-owned Foreign Subsidiaries of the Borrower, and any such Foreign Subsidiary may contribute all or any part of such capital stock to any other wholly-owned Foreign Subsidiary, provided that, in each case, (i) the Borrower shall have pledged to the Agent, for the ratable benefit of the Lenders, 66% of the Voting Equity Interests and 100% of the non-voting Equity Interests of one or more (but not more than two) Foreign Subsidiaries (the “Pledged Foreign Subsidiaries”) that directly or indirectly own 100% of the Equity Interests of all other Foreign Subsidiaries of the Borrower, in each case pursuant to documentation in form and substance reasonably satisfactory to the Arrangers, (ii) the organizational documents for each Foreign Pledged Subsidiary shall be in form and substance reasonably satisfactory to the Arrangers, (iii) the Arrangers shall have received evidence reasonably satisfactory to them that such pledge constitutes a first priority perfected pledge and security interest, and (iv) the Arrangers shall have received such other instruments, documents, agreements, approvals, consents, certificates and opinions, and evidence of such other actions, as the Arrangers may reasonably request in connection with the formation of such Persons, the transfer of such Equity Interests, such pledge and all matters related thereto as the Arrangers shall have reasonably requested;
(j) the Borrower or any Foreign Subholdco may contribute all or any part of the UK Acquisition Debt to one or more wholly-owned Foreign Subsidiaries of the Borrower, and any such Foreign Subsidiary may contribute all or any part of the UK Acquisition Debt to any other Foreign Subsidiary, in each case free and clear of any Lien under the Security Documents, provided that in each case the Foreign Subsidiary to which such contribution is made shall at all times be a direct or indirect wholly-owned Subsidiary of the Borrower; and
(k) any Subsidiary of the Borrower or the Borrower may merge or consolidate with another Person other than the Borrower or another Subsidiary of the Borrower if (i) the Borrower or such Subsidiary involved in the merger or consolidation is the surviving Person or the Person who is the survivor becomes a wholly-owned Subsidiary of the Borrower as a result thereof (which does not shall be a Domestic Subsidiary if such Person merged or consolidated with a Domestic Subsidiary), (ii) such wholly-owned Subsidiary of the Borrower has been acquired or created in compliance with Section 7.09 and (iii) the Total Consideration associated with such transaction would result in any reclassification, conversion, exchange or cancellation such transaction being considered a Permitted Acquisition pursuant to the terms of outstanding Common SharesSection 5.04(b)(iii)(B) or any sale or transfer of all or substantially all if such Total Consideration were funded with an Acquisition Advance. Upon the request and at the expense of the Borrower in connection with any sale, transfer or other disposition of property or assets permitted hereunder or under any other Loan Document, and so long as no Default or Event of Default has occurred and is continuing, the Company Agent shall upon request execute and deliver, or shall cause the secured party, mortgage, trustee or other appropriate Person to execute and deliver, to the Borrower duly executed releases or partial releases, as applicable, of any Lien pursuant to any Loan Document which it may have in such property or assets, in form and substance reasonably satisfactory to the Person formed by such consolidation Agent, the secured party, mortgage, trustee or resulting from such merger or which acquires such assetsother appropriate Person, as the case may be, and the Holder Borrower. Anything contained herein to the contrary notwithstanding, (1) the UK Acquisition Debt shall have not be transferred to or held by any Person other than the right thereafter to exercise Borrower or exchange this Warrant for as specified in Section 8.02(j) above, and (2) except as otherwise expressly permitted by Section 8.02(i), the kind Borrower shall not, and amount shall not permit any of securitiesits Subsidiaries to, cash and other property receivable upon such consolidationsell, merger, sale or transfer by a holder of the number of Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder encumber or otherwise dispose of Common Shares is not a Person with which the Company consolidated any capital stock or into which the Company merged or which merged into other equity interests in Bidco, the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and any other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the CompanyForeign Subsidiary.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant shall thereafter be exercisable for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfertransfer (in lieu of Common Stock), assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHAREnon- electing share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Warrant Agreement (Wilsons the Leather Experts Inc)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONConstituent Person"), or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.,
Appears in 1 contract
Samples: Securities Purchase Agreement (Morgan Stanley Dean Witter & Co)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to thereafter, upon exercise or exchange of this Warrant for in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Transaction Agreement (Diversa Corp)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Preferred Stock or Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares shares of Preferred Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Preferred Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Preferred Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share share of Preferred Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Preferred Stock and Warrant Subscription Agreement (Manufacturers Services LTD)
Consolidation, Merger or Sale of Assets. In case Section 501 Consolidation, Merger or Sale of Assets.
(a) With respect to the Notes, Article V of the Base Indenture shall be replaced in its entirety with this Section 501 (provided, that, this Article V shall not be applicable with respect to any other series of Securities issuable pursuant to the Base Indenture unless a supplemental indenture relating thereto expressly so provides).
(b) So long as any of the Notes are outstanding, the Company may, in any transaction or series of related transactions, consolidate with another Person to form a new Person, or merge into any other Person, or sell, lease, convey, transfer or otherwise dispose of its assets substantially as an entirety to any Person only if:
(i) the Person formed by that consolidation or into which the Company is merged, or to which that sale, lease, conveyance, transfer or other disposition shall be made (collectively, the "Successor"), expressly assumes by supplemental indenture the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance of the Company's covenants and obligations under the Base Indenture, this First Supplemental Indenture and the Notes;
(ii) immediately after giving effect to that transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing;
(iii) the Company or its Successor shall take those steps that are necessary to secure all outstanding notes equally and ratably with any Debt secured by a Lien, which would not be permitted under Article III hereof, that our property or assets would become subject to as a result of any consolidation of transaction; and
(iv) the Company withdelivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and that supplemental indenture comply with the Base Indenture, this First Supplemental Indenture and the Notes.
(c) Upon any consolidation or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) or any sale sale, lease, conveyance, transfer or transfer of all or substantially all other disposition of the assets of the Company or of the Person substantially as an entirety in accordance with this Section 501, any Successor formed by such that consolidation or resulting from such merger into or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which the Company consolidated or into which the Company is merged or which merged into the Company or to which such sale that sale, lease, conveyance, transfer or transfer was madeother disposition is made shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Base Indenture, this First Supplemental Indenture and the Notes with the same effect as if that Successor had been named as the case may be ("CONSTITUENT PERSON")Company herein and the predecessor Company, or an Affiliate of a Constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 shall similarly apply to successive consolidations, mergers, sales or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities transfer or other ownership interests having ordinary voting power to elect a majority of disposition, shall be released from all obligations under the board of directors or other persons performing similar functions are owned directly or indirectly by Base Indenture, this First Supplemental Indenture and the CompanyNotes.
Appears in 1 contract
Samples: First Supplemental Indenture (Affiliated Computer Services Inc)
Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange this Warrant shall thereafter be exercisable for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares stock for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfertransfer (in lieu of Common Stock), assuming (i) such holder of Common Shares stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a Constituent constituent Person and (ii) in the case of a consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise such its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHAREnon- electing share"), then for the purpose of this paragraph 9 (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger or and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise or exchangeexercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 9 (i) shall similarly apply to successive consolidations, mergers, sales sales, leases or transfers. For purposes of this paragraph 9, "Person" shall not include any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.
Appears in 1 contract
Samples: Warrant Agreement (Wilsons the Leather Experts Inc)