Corporate Reorganization. In the event that the Company changes ownership, merges with another company or in any way changes its corporate identity, this Agreement will remain in full force and effect and the Union recognition now in effect and/or the certificate issued by the Canada Labour Relations Board then in existence shall not be affected in any way except as otherwise governed or directed by the Board. The Company further agrees to enter into negotiations with the Union relative to protection of employees' seniority and other conditions of this Agreement. Failing settlement, the provisions of the Canada Labour Code will apply.
Corporate Reorganization. In the event the Company changes ownership, merges with another Company or in any way changes its corporate identity, this Agreement will remain in full force and effect and the Union recognition and/or certificate issued by the Canada Industrial Relations Board then in existence, will not be affected in any way, except as otherwise governed or directed by the Board.
Corporate Reorganization. (a) Without limiting any of the provisions hereof, if any: (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation (each of (i)-(vi) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Shares issuable upon exercise of the Warrants held by such Holder, shares of stock in the surviving or acquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Holder’s warrants to purchase such number of shares, where the value of each new warrant to purchase one share in the Acquirer is determined in accordance with the ...
Corporate Reorganization. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations or entity or entities, or any sale of all or substantially all of the Company's properties and assets to any other corporation or corporations or entity or entities, then, in any such event, the Company shall take such action as may be necessary to enable the Executive to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.
Corporate Reorganization. If there shall be any capital reorganization or consolidation or merger of the Corporation with another corporation or corporations, or any sale of all or substantially all of the Corporation’s properties and assets to any other corporation, the Corporation shall take such action as may be necessary to enable the Optionee to receive upon any subsequent exercise of such option, in whole or in part, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for such shares of Common Stock.
Corporate Reorganization. (a) If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period there is:
(i) a reclassification of the Common Shares outstanding, a change of Common Shares into other shares or securities, or any other capital reorganization of the Company except as described in Subsections 6.3, 6.4(a), 6.4(b) or 6.5;
(ii) a consolidation, merger or amalgamation of the Company with or into another body corporate resulting in a reclassification of outstanding Common Shares or a change of Common Shares into other shares or securities; or
(iii) a transaction whereby all or substantially all the Company's undertaking and assets become the property of another corporation (any of those events being a "Corporate Reorganization"), a holder who thereafter exercises Warrants will, subject to compliance with all applicable securities legislation and policies, be entitled to receive and will accept, for the Subscription Price then in effect, in lieu of the Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would otherwise have been entitled on exercise immediately prior to the Corporate Reorganization, the kind and amount of shares or other securities or property (including cash) that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of the number of Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would have been entitled on the exercise of the Warrant or Warrants immediately prior to the Corporate Reorganization.
(b) As a condition precedent to taking any action that would require an adjustment pursuant to Subsection 6.7(a), the Company will take all action that, in the opinion of counsel, is necessary in order that the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise of Warrants thereafter.
(c) If necessary as a result of any Corporate Reorganization, appropriate adjustments will be made in the application of the provisions set forth in this Subsection 6 with respect to the rights and interests of Warrantholders to the end that the provisions set forth in this Subsection 6 w...
Corporate Reorganization. In the event the Company changes ownership, merges with another Company or in any way changes its corporate identity, this Agreement will remain in full force and effect and the Union recognition and/or certificate issued by the Canadian Industrial Relations Board (CIRB) then in existence will not be affected in any way except as otherwise governed or directed by the Board. The Company further agrees to enter into negotiations with the Union relative to protection of employee's seniority and other conditions of this Agreement. Failing settlement, the provisions of the Canada Labour Code will apply.
Corporate Reorganization. Sellers conducted a corporate reorganization encompassing each of Sellers, Brasil Telecom Comunicação Multimídia S.A. (“BTCM”) and the Company, which comprised (i) a partial spin-off of BTCM, with the spun off part being merged into the Company (“BTCM Partial Spin-Off”), and (ii) contributions of assets of each Seller to the Company, so that, as a result of “(i)” and “(ii)” above, the Assets described in Exhibit A were segregated from the respective equities of Sellers and BTCM and transferred to the Company’s equity (“Corporate Reorganization”), totally free and unencumbered of any encumbrances, liens or restrictions. For the avoidance of doubt, all other assets, liabilities and rights not transferred from each of Sellers and BTCM to the Company and not expressly listed in Exhibit A are not part of the UPI Data Center and of the Transaction.
6.2.1. The Parties agree that the Corporate Reorganization (i) did not and shall not violate any Law or any provision of the Judicial Reorganization Plan; (ii) did not and shall not entail in the creation or transfer to the Company of any contingency; (iii) subject only to the lack of opposition of creditors within the term of ninety (90) days counted from the publication date of the BTCM Partial Spin-Off acts, under the sole paragraph of article 233 of the Brazilian Corporations Law, the Company shall be liable only for the obligations expressly transferred thereto, with no joint and several liability with BTCM; and (iv) the contribution of assets by Sellers to the Company does not and shall not entail the transfer or assumption of any liability, whether contingent or not, of any nature by the Company.
6.2.2. The Parties agree that Sellers shall bear with all costs and expenses related to the Corporate Reorganization.
6.2.3. In case one or more agreements with clients listed in Exhibit 6.2.3 are terminated since June 14, 2020 until the Closing and, due to such termination(s), the earnings made by the Company based on the agreements listed in Exhibit 6.2.3 suffer a reduction greater than ten million Reais (BRL 10,000,000.00) per year, the amount corresponding to the earnings the Company failed to make due to such contractual termination(s) shall be added to the amounts owed by Sellers to the Company under the Colocation Agreement, during the original effectiveness term of the respective agreements with clients possibly terminated as stated above.
6.2.4. The Parties hereby agree that Seller and the Company may update i...
Corporate Reorganization. In the event of a corporate reorganization of an Indemnifying Party, which for the purposes of this subsection 13(b) means any transaction whereby the assets and undertaking of such Indemnifying Party as an entirety or substantially as an entirety would become the property of any other corporation or other entity by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise, such Indemnifying Party shall make reasonable efforts to ensure that the rights of the Indemnified Party hereunder are preserved in all material respects, shall so notify the Indemnified Party and shall ensure that the purchaser or transferee of such assets or the successor to such Indemnifying Party shall assume liability for the obligations of such Indemnifying Party hereunder.
Corporate Reorganization. The merger, consolidation, or liquidation of the Company, any Employer or any Affiliate with or into the Company any other Employer, or any Affiliate shall not constitute a termination of the Plan as to the Company or such Employer.
