Dissolution or Merger. Upon the dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving corporation, or a transaction in which another individual or entity becomes the owner of fifty percent (50%) or more of the total combined voting power of all classes of stock of the Company, the unexercised portion of the SARs shall terminate, but Xxxxx shall have the right to exercise the unexercised portion of the SARs immediately prior to such event.
Dissolution or Merger. If Crescent shall be dissolved, or merged with or consolidated into another corporation or other entity, or if all or substantially all of its assets shall be sold, or transferred, then unless such dissolution, merger, consolidation, sale or transfer is expressly permitted under Article 10, such dissolution, merger, consolidation, sale or transfer shall, at CNL’s election, be a dissolution of the Company, and CNL shall be the “Liquidating Member” in the dissolution of the Company. If CNL shall be dissolved, or merged with or consolidated into another corporation or other entity, or if all or substantially all of its assets shall be sold, or transferred, then unless such dissolution, merger, consolidation, sale or transfer is expressly permitted under Article 10, such dissolution, merger, consolidation, sale or transfer shall, at Crescent’s election, be a dissolution of the Company, and Crescent shall be the “Liquidating Member” in the dissolution of the Company.
Dissolution or Merger. Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of the Company, or upon any merger in which the Company is not the surviving corporation, at any time prior to the expiration date of the termination of this Option, the Director shall have the right immediately prior to the effective date of such dissolution, liquidation or merger, to surrender all or any unexercised portion of this Option to the Company for cash, subject to the discretion of the Board of Directors as to the exact timing of said surrender. Notwithstanding the foregoing, however, in the event Director has retired or died, Director’s right to surrender all or any unexercised portion of this Option under this paragraph shall be available only to the extent that at the time of any such surrender, Director would have been entitled to exercise this Option under paragraphs 2 or 3 hereof, as the case may be. The amount of cash to be paid to Director for the portion of this Option so surrendered, shall be equal to the number of shares of Class A Common Stock subject to the surrendered Option multiplied by the difference between the Option Price per share, as described in paragraph 1 hereof, and the Fair Market Value per share, determined in accordance with paragraph 9 hereof, as of the time of surrender.
Dissolution or Merger. In the event that Premier consolidates or merges into or with, or transfers all or substantially all of its assets to, another entity, the term “Premier” as used herein shall mean such other entity, and the Parties agree that this Agreement shall continue in full force and effect without any further action on the part of either Premier, its successor or assign, or Executive.
Dissolution or Merger. Upon the dissolution or liquidation of the Company or upon any merger in which the Company is not the surviving corporation and which is approved by the Company’s non-insider shareholders (a “triggering event”), the Company shall settle this option, if outstanding and exercisable, for cash. The amount of cash to be paid to the Director for this option if it has not been exercised, or any unexercised portion hereof if this option has been exercised in part, shall be equal to the difference between the exercise price and the fair market value of the Company’s Common Stock on the effective date of the triggering event.
Dissolution or Merger. In the event that First Charter consolidates or merges into or with, or transfers all or substantially all of its assets to, another entity, and such other entity assumes this Agreement, the term "First Charter" as used herein shall mean such other entity, and the Parties agree that this Agreement shall continue in full force and effect without any further action on the part of either First Charter, its successor or assign, or Executive.
Dissolution or Merger. Sustaining Member’s membership in the ODA, and the rights and licenses granted Sustaining Member hereunder, automatically terminate, without notice, upon the merger or voluntary or involuntary dissolution of the ODA.
Dissolution or Merger. If any Member (for purposes of this Article 11 only, the term Member shall also include the managing general partner of any such Member) that is an entity shall be dissolved or merged with or consolidated into another corporation or entity, or if all or substantially all of its assets shall be sold or transferred, then unless such dissolution, merger, consolidation, sale or transfer is expressly permitted under Article 10, such dissolution, merger, consolidation, sale or transfer shall be a dissolution of the Company, and the other Member shall be the Liquidating Member in the dissolution of the Company.
Dissolution or Merger. In the event that, prior to the exercise in full of this option a merger or dissolution in which the Company is not the surviving business entity shall occur, or a transfer of substantially all the assets of the Company shall occur:
(1) If provision be made in writing in connection with such transaction for the assumption and continuance of the option hereby granted, or the substitution for such option of a new option covering the shares of the successor business entity, with appropriate adjustment as to number and kind of shares and prices, this option, or the new option substituted therefor, as the case may be, shall continue in the same manner and under the terms provided.
(2) In the event provision is not made in such transaction for the continuance and assumption of this option, or for the substitution of an option covering the shares of the successor business entity, the Optionee shall be entitled within a reasonable period of time, prior to the effective date of any such transaction, to purchase the full number of Option Shares.
Dissolution or Merger. Commercial Member’s membership in the Consortium automatically terminates, without notice, upon the merger or voluntary or involuntary dissolution of the Consortium. Notwithstanding the foregoing, no acquisition of the Consortium, voluntary or involuntary dissolution of the Consortium, or merger of the Consortium with or into another entity shall terminate, interfere with or modify the license rights granted Commercial Member under Section 2.2 with respect to IntelliCAD Licensed Materials, Enhancements, Modifications, and Derivative Works, which license rights shall automatically become paid-up, irrevocable, and non-sublicensable; provided, however, that this Section 5.4.3 shall only apply if and so long as Commercial Member: (i) is not, at the time, in breach of this Agreement; and (ii) complies with the terms of this Agreement including, but not limited to, payment of all membership fees and other assessments that were due and payable immediately prior to the dissolution or merger.
