Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) If the stockholders of the Company shall participate in a share exchange or if the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation, or interests in a non-corporate entity or other property (including cash), or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition to the consummation of the Transaction, the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision so that, upon the exercise thereof at any time on or after the consummation of the Transaction, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common Stock, the securities or other property (including cash) to which the Warrantholder would have been entitled upon the consummation of the Transaction if such Warrantholder had exercised such Warrant immediately prior thereto, subject to adjustment from and after the consummation date as nearly equivalent as possible to the adjustments provided for in Section 3.1.
Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company, after the Initial Date, (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, Common Stock or Other Securities shall be changed into or exchanged for cash, stock or other securities of any other Person or any other property, or (c) shall transfer all or substantially all of its properties and assets to any other Person, or (d) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in section 2.2.1 or 2.2.2), then, and in the case of each such transaction, the Company shall give written notice thereof to each holder of any Warrant not less than 30 days prior to the consummation thereof and proper provision shall be made so that, upon the basis and the terms and in the manner provided in this section 3, the holder of this Warrant, upon the consummation of such transaction, shall be entitled to receive, at the aggregate Warrant Price in effect at the time of such consummation for all Common Stock (or Other Securities) issuable upon such exercise immediately prior to such consummation, in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummation, the amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in section 2 and this section 3, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of Common Stock under circumstances in which, upon completion of such purchase, tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such g...
Consolidation, Merger, Sale of Assets, Reorganization, etc. If at any time the Company shall be a party to any transaction (including without limitation a merger, consolidation, sale of all or substantially all of the Company’s assets or recapitalization of the Common Stock) in which the Common Stock shall be changed into or exchanged for different securities of the Company or changed into or exchanged for 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 foregoing (other than any such transaction which constitutes a Liquidity Event) (each such transaction being hereinafter referred to as the “Transaction”) and the Warrant has not been exercised prior to the consummation of the Transaction, lawful and adequate provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.4, (i) the Holder shall receive, in lieu of the Common Stock issuable upon exercise of the Warrant prior to such consummation, the stock and other securities, cash and property to which the Holder would have been entitled upon the consummation of the Transaction if the Holder had exercised the Warrant pursuant to Section 1 immediately prior thereto, subject to adjustments as nearly equivalent as possible to the adjustments provided for in Section 2; and (ii) following the consummation of the Transaction, the Warrant will represent only the right to receive any such stock, other securities, cash or property.
Consolidation, Merger, Sale of Assets, Reorganization, etc. Except as expressly provided within Section 6.13, if Seller or any of its successors or assigns (a) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, (b) transfers or conveys all or substantially all its properties and assets to any Person, or (c) otherwise engages in a Whole Company Sale, then, and in each such case, proper provisions shall be made so that the successors and assigns of Seller shall assume all obligations of Seller under the Transaction Documents.
Consolidation, Merger, Sale of Assets, Reorganization, etc. Warrant Agreement -----------------
Consolidation, Merger, Sale of Assets, Reorganization, etc. In the event the Company consolidates with or merges into any other corporation and shall not be the continuing or surviving corporation of such consolidation or merger, the Company, at its option, may (i) redeem all of the Notes or (ii) make proper provision so that the holder of this Note will upon conversion of this Note receive equity securities of the surviving entity as nearly equivalent as possible in kind and value to the Shares into which this Note would otherwise be convertible, provided that in the second case the surviving entity shall agree to remain liable under the Note until such conversion is finished.
Consolidation, Merger, Sale of Assets, Reorganization, etc. From and after the date hereof, without the prior consent of the holder of this Warrant, except as contemplated in Section 3.2 hereof, the Company shall not (a) consolidate with or merge into any other Person if the Company is not the continuing or surviving corporation of such consolidation or merger, (b) permit any other Person to consolidate with or merge into the Company even though the Company shall be the continuing or surviving Person if, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in Section 2.2 or 2.3).
Consolidation, Merger, Sale of Assets, Reorganization, etc. From and after the date hereof, the Company shall not (a) consolidate with or merge into any other Person if the resulting entity is not bound by and obligated to comply with the terms of this Warrant, or (b) permit any other Person to consolidate with or merge into the Company if, in connection with such consolidation or merger, the Common Shares or Other Securities shall be changed into or exchanged for shares or other securities of any other Person (unless the Common Shares or Other Securities are converted into the shares of the resulting entity and the terms of the articles of incorporation pertaining to the Common Shares or Other Securities of the resulting entity are identical to the articles of incorporation of the Company) or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of the Common Shares or Other Securities (other than a capital reorganization or reclassification resulting in adjustment in the Warrant Price is provided in Article II) unless the Company provides the holder of this Warrant written notice of the proposed transaction 10 days prior to any record date for notice to shareholders entitled to vote on such transaction or, if no such vote is taken, 20 days prior to the effective date or closing of the transaction.
Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at any time the Company shall be a party to any Significant Transaction then, as a condition to the consummation of the Significant Transaction, lawful and adequate provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.1, the ASLP Holder, upon the exercise of the Exchange Warrant, shall be entitled to receive, in lieu of the Class A Common Stock or IDS Notes issuable upon such exercise or the IDSs into which they could be combined prior to such consummation, the stock and other securities, cash and property to which the ASLP Holder would have been entitled upon the consummation of the Significant Transaction if the ASLP Holder had exercised the Exchange Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 2.
Consolidation, Merger, Sale of Assets, Reorganization, etc
