Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 186 contracts
Samples: Equity Distribution Agreement (Sonoran Energy Inc), Equity Line of Credit Agreement (Ams Homecare Inc), Credit Agreement (Communication Intelligence Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 71 contracts
Samples: Equity Financing Agreement, Equity Distribution Agreement, Committed Equity Facility Agreement (Solar Wind Energy Tower, Inc.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation EventCONSOLIDATION EVENT") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 48 contracts
Samples: Equity Distribution Agreement (Enclaves Group Inc), Equity Distribution Agreement (City Network Inc), Credit Agreement (Neomedia Technologies Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor Purchaser is entitled to receive pursuant to this Agreement.
Appears in 47 contracts
Samples: Common Stock Purchase Agreement (Medplus Inc /Oh/), Common Stock Purchase Agreement (Calypte Biomedical Corp), Share Purchase Agreement (Corel Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 35 contracts
Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc), Escrow Agreement (Integrated Surgical Systems Inc), Securities Purchase Agreement (Us Medsys Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock Common Stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 34 contracts
Samples: Equity Credit Agreement (Imaging Diagnostic Systems Inc /Fl/), Private Equity Credit Agreement (Global Matrechs, Inc.), Private Equity Credit Agreement (Skybridge Wireless Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement prior to the closing date of any merger.
Appears in 21 contracts
Samples: Drawdown Equity Financing Agreement, Drawdown Equity Financing Agreement (Polar Petroleum Corp.), Drawdown Equity Financing Agreement (Polar Petroleum Corp.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 19 contracts
Samples: Private Equity Line of Credit Agreement (Vizario Inc), Private Equity Line of Credit Agreement (Commercial Concepts Inc), Credit Agreement (Commercial Concepts Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 15 contracts
Samples: Private Equity Line Agreement (Fonix Corp), Common Stock Purchase Agreement (Centura Software Corp), Stock Purchase Agreement (Famous Fixins Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 13 contracts
Samples: Unit Purchase Agreement (Medi Hut Co Inc), Unit Purchase Agreement (Pacific Webworks Inc), Preferred Stock Subscription Agreement (Objectsoft Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereofEffective Date, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to to, another entity (a "“Consolidation Event") ”), unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 13 contracts
Samples: Equity Facility Agreement, Committed Equity Facility Agreement (Growlife, Inc.), Committed Equity Facility Agreement (Millennium Healthcare Inc.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor Purchaser is entitled to receive pursuant to this Agreement.
Appears in 10 contracts
Samples: Common Stock Private Purchase Agreement (Nymox Pharmaceutical Corp), Common Stock Private Purchase Agreement (Nymox Pharmaceutical Corp), Common Stock Private Purchase Agreement (Nymox Pharmaceutical Corp)
Consolidation; Merger. The During the Commitment Period, the Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Stragenics, Inc.), Securities Purchase Agreement (First Liberty Power Corp), Securities Purchase Agreement (Cord Blood America, Inc.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 9 contracts
Samples: Common Stock Purchase Agreement (Cytrx Corp), Common Stock Purchase Agreement (Svi Holdings Inc), Common Stock and Warrants Purchase Agreement (Focus Enhancements Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Warrant.
Appears in 8 contracts
Samples: Escrow Agreement (Cytogen Corp), Escrow Agreement (Cytogen Corp), Private Equity Line Agreement (Pixtech Inc /De/)
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 8 contracts
Samples: Credit Agreement (Sonic Solutions/Ca/), Credit Agreement (Ashton Technology Group Inc), Stock Purchase Agreement (Sonic Solutions/Ca/)
Consolidation; Merger. The Company shall not, at any time after the date hereofdelivery of an Advance Notice and before the Advance Date applicable to such Advance Notice, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 8 contracts
Samples: Reserve Equity Financing Agreement (USA Synthetic Fuel Corp), Reserve Equity Financing Agreement (Bloggerwave, Inc.), Reserve Equity Financing Agreement (Global Earth Energy, Inc.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the Convertible Debentures.
Appears in 7 contracts
Samples: Registration Rights Agreement (Calypte Biomedical Corp), Registration Rights Agreement (Famous Fixins Inc), Escrow Agreement (Calypte Biomedical Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the Convertible Debenture.
Appears in 7 contracts
Samples: Registration Rights Agreement (Famous Fixins Inc), Convertible Debenture and Warrants Purchase Agreement (Mw Medical Inc), Registration Rights Agreement (Famous Fixins Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Buyer such shares of stock and/or securities as the Investor Buyer is entitled to receive pursuant to this Agreement.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Diamond Entertainment Corp), Replacement Securities Purchase Agreement (Diamond Entertainment Corp), Securities Purchase Agreement (Diamond Entertainment Corp)
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Cytrx Corp), Credit Agreement (Worldwide Wireless Networks Inc), Credit Agreement (Worldwide Wireless Networks Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver obligations of the Company to the Investor such shares of stock and/or securities as the Investor is entitled to receive Lenders pursuant to this AgreementAgreement and the Convertible Debentures.
Appears in 5 contracts
Samples: Loan Agreement (Aquis Communications Group Inc), Loan Agreement (Avanir Pharmaceuticals), Loan Agreement (Aquis Communications Group Inc)
Consolidation; Merger. The Company shall not, at any time after prior to the date hereoftermination of this Agreement, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock Common Stock and/or securities as the Investor Purchaser is entitled to receive pursuant to this Agreement.
Appears in 5 contracts
Samples: Escrow Agreement (Smartire Systems Inc), Escrow Agreement (Smartire Systems Inc), Common Stock Purchase Agreement (Smartire Systems Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, without the prior written consent of the Buyer, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") ), regardless of whether the Company is the surviving entity, unless such Consolidation Event would result in the resulting successor or acquiring entity (if not Buyer receiving earning a net return of 100% on the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive investment made pursuant to this Agreementthat Investment Agreement of even date herewith.
Appears in 5 contracts
Samples: Investment Agreement (iPOINT USA CORP), Investment Agreement (Neomedia Technologies Inc), Investment Agreement (iPOINT USA CORP)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 4 contracts
Samples: Common Stock and Warrant Purchase Agreement (XML Global Technologies Inc), Common Stock and Warrant Purchase Agreement (XML Global Technologies Inc), Common Stock and Warrant Purchase Agreement (Vitro Diagnostics Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereofdelivery of anAdvance Notice and before the Advance Date applicable to such Advance Notice, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 4 contracts
Samples: Reserve Equity Financing Agreement (Biofield Corp \De\), Reserve Equity Financing Agreement (China Wi-Max Communications, Inc.), Reserve Equity Financing Agreement (Bonfire Productions, Inc.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Fibercore Inc), Stock Purchase Agreement (American Access Technologies Inc), Stock Purchase Agreement (Crescent International LTD)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is are entitled to receive pursuant to this AgreementAgreement and the Notes.
Appears in 4 contracts
Samples: Securities Purchase Agreement (BioMETRX), Securities Purchase Agreement (BioMETRX), Securities Purchase Agreement (Accident Prevention Plus Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the Certificate of Designations.
Appears in 4 contracts
Samples: Exchangeable Preferred Stock and Warrants Purchase Agreement (Dental Medical Diagnostic Systems Inc), Exchangeable Preferred Stock and Warrants Purchase Agreement (Nam Corp), Convertible Preferred Stock and Warrants Purchase Agreement (Sedona Corp)
Consolidation; Merger. The Company shall not, at any time after pending the date hereofclosing of an Advance Notice, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation of the Company to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreementa pending Advance Notice.
Appears in 3 contracts
Samples: Credit Agreement (Neomedia Technologies Inc), Credit Agreement (Neomedia Technologies Inc), Credit Agreement (Neomedia Technologies Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 3 contracts
Samples: Line of Credit Agreement (Celerity Systems Inc), Line of Credit Agreement (Majestic Companies LTD), Line of Credit Agreement (Tcpi Inc)
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc)
Consolidation; Merger. The For so long as any of the Securities are owned by the Investor, the Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement, and all Exhibits annexed hereto.
Appears in 2 contracts
Samples: Note Purchase Agreement (Interiors Inc), Escrow Agreement (Interiors Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, without the prior written consent of the Investor, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") regardless of whether the Company is the surviving entity, unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to such Consolidation Event would result in the Investor such shares receiving earning a net return of stock and/or securities as 100% on the Investor is entitled to receive investment made pursuant to this Agreementthat Investment Agreement of even date herewith.
Appears in 2 contracts
Samples: Equity Distribution Agreement (iPOINT USA CORP), Equity Distribution Agreement (iPOINT USA CORP)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the Warrants.
Appears in 2 contracts
Samples: Common Stock and Warrants Purchase Agreement (Vfinance Com), Common Stock and Warrants Purchase Agreement (Viragen Inc)
Consolidation; Merger. The Company shall not, at any time ---------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or -------------------- acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (China World Trade Corp), Equity Distribution Agreement (Intrepid Technology & Resource Inc)
Consolidation; Merger. The Company shall not, at any time ---------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Integral Technologies Inc /Cn/), Securities Purchase Agreement (Integral Technologies Inc /Cn/)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.or
Appears in 2 contracts
Samples: Escrow Agreement (Professional Transportation Group LTD Inc), Stock Purchase Agreement (Franklin Telecommunications Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor Purchaser is entitled to receive pursuant to a Draw Down Notice sent by the Company pursuant to this Agreement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Network Commerce Inc), Common Stock Purchase Agreement (Network Commerce Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Financial Intranet Inc/Ny), Subscription Agreement (Financial Intranet Inc/Ny)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the Convertible Debentures for so long as there are Convertible Debentures outstanding.
Appears in 2 contracts
Samples: Warrants Purchase Agreement (Detour Media Group Inc), Convertible Debentures and Warrants Purchase Agreement (Detour Media Group Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, and prior to the earlier of December 31, 2000 or the 2nd Closing, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity entity(i) without the prior written consent of the Investor and (a "Consolidation Event"ii) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Deere & Co), Stock Purchase Agreement (Xata Corp /Mn/)
Consolidation; Merger. The Company shall not, at any time after prior to the date hereoftermination of this Agreement, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver of the Company with respect to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreementobligations hereunder.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Emagin Corp), Common Stock Purchase Agreement (GTC Telecom Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Certificate of Designations.
Appears in 1 contract
Samples: Convertible Preferred Stock and Warrants Purchase Agreement (Sedona Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereofEffective Date, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to to, another entity (a "Consolidation Event") ), unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Artec Global Media, Inc.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Incentive Warrant.
Appears in 1 contract
Samples: Stock Purchase Agreement (Chromatics Color Sciences International Inc)
Consolidation; Merger. The Company shall not, at any time after --------------------- the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver obligations of the Company to the Investor such shares of stock and/or securities as the Investor is entitled to receive Lenders pursuant to this AgreementAgreement and the Convertible Debentures.
Appears in 1 contract
Samples: Loan Agreement (Inchorus Com)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor Purchaser is entitled to receive pursuant to this Agreement, it being understood that the Company or any successor may cease to request any further Draw Downs.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ameriquest Technologies Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes all of the obligations of the Company under this Agreement by written instrument satisfactory in form and substance to the Investor, including the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement prior to the closing date of any merger.
Appears in 1 contract
Samples: Drawdown Equity Financing Agreement (Monster Offers)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.)
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor Purchaser is entitled to receive pursuant to this Agreement.. Each Purchaser, severally and not jointly, covenants with the Company as follows:
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or ------------------- acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Roanoke Technology Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Convertible Debenture.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Next Generation Media Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is are entitled to receive pursuant to this AgreementAgreement and the Convertible Notes and the Warrants.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the ---------------------- date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor Investors is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, without the prior written consent of Investor, at any time after the date hereof, hereof effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock Common Stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after without ten (10) business days prior written notice to the date hereofInvestor, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Headliners Entertainment Group, Inc.)
Consolidation; Merger. The Company shall not, at any time after --------------------- the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or ------------------- acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the Convertible Debentures.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver obligations of the Company to the Investor such shares of stock and/or securities as the Investor is entitled to receive Lenders pursuant to this Agreement, the Convertible Debentures, and the Warrants.
Appears in 1 contract
Samples: Loan Agreement (Pawnbroker Com Inc)
Consolidation; Merger. The Company shall not, at any time after --------------------- the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring ------------------- entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement. Section 6.10.
Appears in 1 contract
Samples: Equity Distribution Agreement (Intrepid Technology & Resource Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.obligation
Appears in 1 contract
Samples: Securities Purchase Agreement (Integral Technologies Inc /Cn/)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity in which the Company is not the survivor (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement or concurrent with the effectiveness of such Consolidation Event, this Agreement is terminated.
Appears in 1 contract
Samples: Credit Agreement (Komag Inc /De/)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.a
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after prior to the date hereoftermination of this Agreement, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock Common Stock and/or securities as the Investor Purchaser is entitled to receive pursuant to this Agreement. Section 3.11.
Appears in 1 contract
Samples: Exhibit 1.1 Common Stock Purchase Agreement (Diasys Corp)
Consolidation; Merger. The Company shall not, at any time after --------------------- the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after --------------------- the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Exhibit 99 (Falcon Natural Gas Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Critical Owners such shares of stock and/or securities as the Investor is Critical Owners are entitled to receive pursuant to this AgreementAgreement and the Warrants.
Appears in 1 contract
Consolidation; Merger. The During the Commitment Period, the Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Las Vegas Railway Express, Inc.)
Consolidation; Merger. The Except as set forth in the SEC Documents, the Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Equity Line of Credit Agreement (Ephone Telecom Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver obligations of the Company to the Investor such shares of stock and/or securities as the Investor is entitled to receive Lenders pursuant to this AgreementAgreement and the Convertible Debentures. Section 6.8.
Appears in 1 contract
Samples: Loan Agreement (American Champion Entertainment Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "“ Consolidation Event"Event ”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Drawdown Equity Financing Agreement (Inolife Technologies, Inc.)
Consolidation; Merger. The Company shall not, at any time after prior to the date hereoftermination of this Agreement, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver of the Company with respect to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreementobligations hereunder.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the .
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after during the date hereofCommitment Period with out thirty (30) calendar days prior written notice to the Investor, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement. Section 6.9.
Appears in 1 contract
Samples: Equity Distribution Agreement (Red Rock Pictures Holdings, Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Warrants.
Appears in 1 contract
Samples: Common Stock and Warrants Purchase Agreement (Netlojix Communications Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Related Agreements.
Appears in 1 contract
Consolidation; Merger. The During the Commitment Period, the Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not Investor shall receive consideration for its shares of Common Stock on the same basis as all other Common Stockholders of the Company) assumes by written instrument . Any such Consolidation Event shall automatically terminate this Agreement and the obligation to deliver to Investor's Commitment hereunder unless the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreementparties hereto agree otherwise in writing.
Appears in 1 contract
Samples: Equity Distribution Agreement (Canargo Energy Corp)
Consolidation; Merger. The Company shall not, at any time after --------------------- the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring -------------------- entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Falcon Natural Gas Corp)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver obligations to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to Purchaser under this Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Lj International Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the Company's obligations under this Agreement, including the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement and the Debenture.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after --------------------- the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes all of the obligations of the Company under this Agreement by written instrument satisfactory in form and substance to the Investors, including the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Equity Line of Credit Agreement Agreement (Flexxtech Corp)
Consolidation; Merger. The Company shall not, without the prior --------------------- written consent of the Investors, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer more than 50% of all or substantially all the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement).
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or intointo another Person, or a transfer of all or substantially all the assets of the Company to another entity Person (each, a "“ Consolidation Event"”) unless the resulting successor Person surviving such merger or acquiring entity consolidation (if not the Company) or such acquiring entity assumes by written instrument the obligation to deliver to obligations of the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to Company under this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the Company's obligations under this Agreement, including the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock and Warrants Purchase Agreement (Atlantic Technology Ventures Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by executes a written instrument acknowledging and assuming the obligation to deliver issue to the Investor Investor, upon any Sale or the exercise of any Warrant, in lieu of each share of Common Stock theretofore issuable upon such shares Sale or exercise of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.any such
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the Company's obligations under this Agreement, including the obligation to 19 deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this AgreementAgreement and the Debentures.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.. 18
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor is Purchaser may be entitled to receive pursuant to this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or -------------------- acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Intrepid Technology & Resource Inc)
Consolidation; Merger. The Company shall not, at any ---------------------- time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting -------------------- successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Exhibit 99 (Donobi Inc)
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cbcom Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor Purchaser is entitled to receive pursuant to any Draw Down issued by the Company under this Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Nhancement Technologies Inc)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Equity Investment Agreement (Valmie Resources, Inc.)
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor Investors such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchaser such shares of stock and/or securities as the Investor is Purchaser may be entitled to receive pursuant to this Agreement.. Section 4.11
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "“Consolidation Event"”) unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is Investors are entitled to receive pursuant to this Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Global Casinos Inc)
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor Purchasers such shares of stock and/or securities as the Investor is Purchasers are entitled to receive pursuant to this Agreement.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time --------------------- after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless either (i) the resulting -------------------- successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this AgreementAgreement or (ii) the Investor agrees in writing to release the Company from such obligations.
Appears in 1 contract
Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is are entitled to receive pursuant to this AgreementAgreement and the Convertible Debentures.
Appears in 1 contract