Effect of Merger or Acquisition Sample Clauses

Effect of Merger or Acquisition. If Licensee acquires, is acquired by, or merges with a business entity which also is a licensee of the Services, and if the License terminates before the license of the other business entity terminates, then the Term will extend until the end of the term of the other license, and the fee payable under the extended Term will increase, on a pro rata basis, by five percent (5%) over the then-applicable Fee.
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Effect of Merger or Acquisition a. In the event the Qualified Public Depository is merged into, acquired by, or consolidated with a bank or savings institution that is not a qualified public depository, the resulting institution shall become a qualified public depository, and the contingent liability of the Qualified Public Depository shall be a liability of the resulting institution, provided the Qualified Public Depository is not in default. Within thirty (30) calendar days after the effective date of the merger, acquisition or consolidation, the resulting institution shall execute in its own name and deliver to the Treasurer a contingent liability agreement containing the language set forth in Section 12 hereof. If the resulting institution chooses not to remain a qualified public depository, it shall comply with the procedures for withdrawal from the Pool as provided in Section 14(a) and (c) of this Agreement. b. The Qualified Public Depository shall notify the Treasurer in writing of any acquisition or merger within (3) Business Days after the final approval of the acquisition or merger by its appropriate regulator. c. Collateral subject to this Agreement may not be released by the Treasurer or any trustee custodian until the assumed liability is evidenced by the deposit of collateral pursuant to a depository pledge agreement of the successor entity. The reporting and pledge of collateral requirements will remain in force until the Treasurer determines that the liability no longer exists. The surviving or new Qualified Public Depository shall be responsible and liable for all of the liabilities and obligations of the Qualified Public Depository merged with or acquired by it.
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Effect of Merger or Acquisition. In the event that during the term of this Agreement, the Corporation is acquired by or merged into another corporation with the result that shareholders of the Corporation at the time of such merger or acquisition receive shares of stock in the acquiring corporation or surviving corporation, as the case may be, in exchange for their stock in the Corporation, Contractor will exchange all his shares in the Corporation on the same basis as such other shareholders. Additionally, subsequent to such merger or acquisition, in lieu of receiving stock of the Corporation to which Contractor may be entitled pursuant to Paragraph 6.2.2 above, Contractor shall receive shares in the acquiring or surviving entity, as the case may be, in an amount that reflects the exchange rate provided for in such merger or acquisition. By way of example, assume there is an acquisition of the Corporation prior to any earn out of shares pursuant to said Paragraph 6.
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Effect of Merger or Acquisition. In the event that either Party is acquired by or merges with another entity, the Covenant-not-to-Xxx and Licenses in this Agreement shall only cover the products of the Party that were in existence prior to the acquisition or merger, or any subsequent versions of those products that are natural extensions of the original product and shall not include any components from any such entity that was involved with such merger or acquisition. The Covenant-not-to-Xxx and Licenses shall not apply to any products, services, or functionality obtained as a result of such acquisition or merger. Should Callidus be the surviving company or exercise management or voting control over an acquisition of a company with annual revenues of up to $50 million, the products and services of such acquired entity shall become subject to this Agreement and will have any of the rights and licenses (and be subject to any of the covenants) set forth in this Agreement. Should Callidus be the surviving company or exercise management or voting control over an acquisition of a company with annual revenues of $50 million or more, the products and services of such acquired entity (the “Significant Acquired Assets”) shall not be subject to this Agreement nor will it have any of the rights or licenses (or be subject to any of the covenants) set forth in this Agreement. Notwithstanding the foregoing, Callidus shall have the right to elect to include the Significant Acquired Assets under this Agreement (the “Opt In Election”). The Opt In Election shall be exercised by Callidus providing written notice to Versata promptly upon any such acquisition of Significant Acquired Assets. The Parties agree that the Opt In Election would represent a significant expansion in the reseller relationship. Therefore, immediately upon such Opt In Election, Callidus shall make a one-time, royalty payment in the amount described below: $50-70 million $3 million $70-100 million $5 million Upon such Opt In Election and payment of the Royalty, the Significant Acquired Assets shall become subject to this Agreement and will have any of the rights and licenses (and be subject to any of the covenants) set forth in this Agreement.
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Effect of Merger or Acquisition. Licensee shall notify Nuventive if Licensee, during the license Term or subscription Term for any Software Product, merges with, is acquired by, or acquires another entity (each of the foregoing, collectively, a “Transaction”), which changes the number of Users or scope of use of any Software Product. Nuventive may adjust Licensee’s Fees set forth in any Order Form applicable to any Software Product license or subscription, or to Support and Maintenance, retroactive to the date of the Transaction, if Licensee is subject to a Transaction. Any such adjustment will be consistent with Fees charged by Nuventive to other Nuventive licensees with a similar number of Users or scope of use.
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Effect of Merger or Acquisition. In the event Freshworks goes through a business transition, such as a merger or acquisition by another company, or sale of all or a portion of its assets, Customer’s Account, Collected Data and Service Data will likely be among the assets transferred. A prominent notice will be displayed on our Websites to intimate you of any such change in ownership or control and Customers will be notified via an e-mail from xxxxxxx@xxxxxxxxxx.xxx.
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Effect of Merger or Acquisition. In the event of a sale by the Company of all or substantially all of its assets or a merger or consolidation of the Company with or into another corporation or entity, and in the case of successive such sales, mergers and consolidations, thereafter the Debentures then outstanding shall be convertible into the number and kind of securities of the acquiring or surviving corporation (or such other entity whose securities are delivered in exchange for the Common Stock of the Company) to which the holders of the Debentures would have been entitled if such holders had converted their Debentures into Common Stock or the common stock of any successor to the Company upon the consummation of such sale, merger or consolidation; and the Debentures shall thereafter be subject to adjustment in the manner and to the extent set forth herein.
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Effect of Merger or Acquisition. In the event that during the term of this Agreement, the Corporation is acquired by or merged into another corporation with the result that shareholders of the Corporation at the time of such merger or acquisition receive shares of stock in the acquiring corporation or surviving corporation, as the case may be, in exchange for their stock in the Corporation, Contractor will exchange all his shares in the Corporation on the same basis as such other shareholders. Additionally, subsequent to such merger or acquisition, in lieu of receiving stock of the Corporation to which Contractor may be entitled pursuant to Paragraph 6.2.2 above, Contractor shall receive shares in the acquiring or surviving entity, as the case may be, in an amount that reflects the exchange rate provided for in such merger or acquisition. By way of example, assume there is an acquisition of the Corporation prior to any earn out of shares pursuant to said Paragraph 6.2.2 and that pursuant to such acquisition, shareholders of the Corporation receive two shares of the acquiring corporation in exchange for every one share they own in the Corporation. Under this circumstance, Contractor would be entitled to 20,000 shares of the acquiring corporation for every Cdn $100,000 of Net Receipts (up to a maximum of 880,000 shares)
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Effect of Merger or Acquisition. Unless this warrant is exercised prior to or simultaneously therewith, if the Company shall at any time merge or otherwise combine with or into or by acquired by another corporation, the holder of this Warrant will thereafter receive, upon the exercise of this Warrant in accordance with its terms, the securities or properties to which the holder of the number of shares of Common Stock then deliverable upon exercise of this Warrant would have been entitled upon such transaction.
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Related to Effect of Merger or Acquisition

  • Effect of Merger (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • Effect of Merger on Capital Stock (a) The aggregate maximum consideration (the “Merger Consideration”) to be paid in exchange for the acquisition by Parent and Merger Sub of all outstanding Company Stock and all outstanding unexpired and unexercised options that have vested prior to Closing or that will vest in connection with Closing, warrants or other rights to acquire or receive any vested Company Stock, if any, and for the other covenants of the Company provided in this Agreement shall be, subject to adjustment as provided herein, an amount equal to (i) the Closing Amount, plus (ii) the Initial Order Cash Consideration (if any), plus (iii) the Performance Amount (if any), plus (iv) such portion of the Escrow Amount (if any) actually distributed to the Participating Holders pursuant to the terms herein, plus (v) the Post-Closing Adjustment (if any) payable to the Participating Holders pursuant to the terms herein. For the avoidance of doubt and notwithstanding anything herein to the contrary, the Payments Administrator shall not be responsible for processing any payments to be made at Closing, including without limitation the Closing Amount, but shall only be responsible for processing the post-closing payments expressly ascribed to it hereunder (which in no event shall include any amounts subject to wage or payroll tax withholding). (b) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of Company Stock or Merger Sub Common Stock, each share of Company Stock (excluding any Restricted Shares to be exchanged pursuant to Section 1.9(c)) issued and outstanding immediately prior to the Effective Time shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and will be converted automatically following the surrender of the certificate representing such shares of Company Stock in the manner provided in Section 1.14, into the right to receive, that portion, if any, of the Merger Consideration, without interest, as set forth below: (i) each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Series A Preferred Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.15) shall be canceled and converted automatically into the right to receive (A) an amount in cash, without interest, equal to the Series A Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein); provided, however, that, notwithstanding anything in this Agreement to the contrary, upon allocation of Merger Consideration (including, for the avoidance of doubt, the Pro Rata Share of the Escrow Amount and Post-Closing Adjustment, as applicable, initially allocable to each share of Series A Preferred Stock, whether or not actually distributed to the Participating Holders) in the aggregate equal to $21.00 per share of Series A Preferred Stock, no holder of shares of Series A Preferred Stock may receive any further distributions of Merger Consideration in respect of such shares; provided, further, that any funds that remain undistributed following application of the immediately preceding proviso (the “Series A Overflow Funds” and together with the Warrant Overflow Funds, the “Overflow Funds”) shall be distributed in accordance with Section 1.6(b)(ii) below. (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.16) shall be canceled and converted automatically into the right to receive: (A) an amount in cash, without interest, equal to the Common Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Stockholders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (F) an amount in cash, without interest, equal to the product of (x) the Capped Pro Rata Share multiplied by (y) the amount of the Overflow Funds; (iii) each share of Company Stock, if any, held by the Company as treasury stock immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (iv) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation, and all of such shares, as converted, shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation; and (v) each share certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation; and (vi) each share of Company Stock converted pursuant to clauses (i) and (ii) of this Section 1.6(b) shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and each holder of a certificate representing any such share of Company Stock shall cease to have any rights with respect thereto, except the right to receive such holder’s respective portion of the Merger Consideration and all payments pursuant to this Section 1.6 shall be made in accordance with the Certificate of Incorporation.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the conversion: (i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form; (ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon; (iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the conversion did not occur; (v) a proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior Partners without any need for substitution of parties; and (vi) the Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other securities in the converted entity as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion.

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Merger or Reorganization If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

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