Consolidation; Merger; Sale; Reclassification. If at any time during the term of the Warrants any capital reorganization or reclassification of the capital stock of the Company (other than a change in par value or from no par value to par value or as a result of a stock dividend or subdivision or split-up or combination of shares), or consolidation or merger of the Company with another corporation, or the sale or other disposition of all or substantially all of the Company’s or any of its Subsidiaries’ properties and assets to another Person, shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, other Securities or assets with respect to or in exchange for Common Stock, then as a condition of such reorganization, reclassification, consolidation, merger, sale or disposition, lawful and adequate provision shall be made whereby the Holders of the Warrants shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the exercise of the Warrants, such shares of stock, other Securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger, sale or disposition not taken place, and in any such case lawful and adequate provision shall be made with respect to the rights and interests of the holders of the Warrants to the end that the provisions of this Agreement and of the Warrants (including without limitation provisions for adjustment of the Purchase Price and of the Warrant Shares) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, other Securities or assets thereafter deliverable upon the exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the Person purchasing such properties and assets shall assume the obligation to deliver to such holders such shares of stock, other Securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive. The provisions of this Section 4.1(c) shall similarly apply to successive reorganizations, reclassification, consolidations, mergers, sales or other dispositions.
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Samples: Warrant Agreement (Freedom Financial Group Inc), Warrant Agreement (Freedom Financial Group Inc)
Consolidation; Merger; Sale; Reclassification. If at any time during the term of the Warrants any capital reorganization or reclassification of the capital stock of the Company (other than a change in par value or from no par value to par value or as a result of a stock dividend or subdivision or split-up or combination of shares), or consolidation or merger of the Company with another corporation, or the sale or other disposition of all or substantially all of the Company’s or any of its Subsidiaries’ properties and assets to another Person, shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, other Securities or assets with respect to or in exchange for Common Stock, then as a condition of such reorganization, reclassification, consolidation, merger, sale or disposition, lawful and adequate provision shall be made whereby the Holders holders of the Warrants shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the exercise of the Warrants, such shares of stock, other Securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger, sale or disposition not taken place, and in any such case lawful and adequate provision shall be made with respect to the rights and interests of the holders of the Warrants to the end that the provisions of this Agreement and of the Warrants (including without limitation provisions for adjustment of the Purchase Price and of the Warrant Authorized Number of Shares) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, other Securities or assets thereafter deliverable upon the exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the Person purchasing such properties and assets shall assume the obligation to deliver to such holders such shares of stock, other Securities or assets as, in accordance with the foregoing provisions, such Holder holder may be entitled to receive. The provisions of this Section 4.1(c) shall similarly apply to successive reorganizations, reclassification, consolidations, mergers, sales or other dispositions.
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Consolidation; Merger; Sale; Reclassification. If at any time during the term of the Warrants any capital reorganization or reclassification of the capital stock of the Company (other than a change in par value or from no par value to par value or as a result of a stock dividend dividend, exchange or subdivision or split-up or combination of shares), or consolidation or merger of the Company with another corporation, or the sale or other disposition of all or substantially all of the Company’s 's outstanding shares of Common Stock or any of its Subsidiaries’ properties and assets or the properties and assets of the Company's Subsidiaries, on a consolidated basis, to another Person, shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, other Securities or assets with respect to or in exchange for Common StockStock (collectively, then the "Specified Events"), then, unless the holders of the Warrants shall be required to participate in such Specified Event pursuant to Section 3.3 of the Voting and Co-Sale Agreement, as a condition of such reorganization, reclassification, consolidation, merger, sale or disposition, lawful and adequate provision shall be made whereby the Holders holders of the Warrants shall thereafter have the right to receive upon the basis exercise of the Warrants, during the period specified herein and upon payment of the terms and conditions specified herein Purchase Price, and in lieu of the shares of Common Stock immediately theretofore receivable upon the exercise of the Warrants, such shares of stock, other Securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger, sale or disposition not taken place, and in any such case lawful and adequate provision shall be made with respect to the rights and interests of the holders of the Warrants to the end that the provisions of this Agreement and of the Warrants (including without limitation provisions for adjustment of the Purchase Price and Authorized Number of the Warrant Shares) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, other Securities or assets thereafter deliverable upon the exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the Person purchasing such properties and assets shall assume by written instrument executed and mailed or delivered to the holders of the Warrants, the obligation to deliver to such holders such shares of stock, other Securities or assets as, in accordance with the foregoing provisions, such Holder holder may be entitled to receive, and containing the express assumption of all liabilities and obligations of the Company hereunder and thereunder, unless the holders of the Warrants are required to participate in such transaction pursuant to Section 3.3 of the Voting and Co-Sale Agreement. The provisions of this Section 4.1(c) shall similarly apply to successive reorganizations, reclassificationreclassifications, consolidations, mergers, sales or other dispositions. In furtherance of the foregoing, upon the occurrence of a Specified Event constituting a Sale of the Company, the holder of the Warrants shall be entitled, at its option, to either (i) exercise the Warrants in order to receive amounts available to the holders or Common Stock as described above or (ii) sell the Warrants, either to the Company or its successor, as the Company so elects, in exchange for a cash purchase price equal to the fair market value of the assets or other Securities issuable or payable with respect to the number of shares of Common Stock underlying the Warrant, minus the Purchase Price of such Warrants. In connection with any Specified Event, if the form of the transaction of any such Specified Event results in the receipt of consideration by the Company, the Company shall promptly (and in any event within sixty (60) days) distribute such consideration after the receipt thereof by the Company to the holders of the Warrants as set forth above.
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