MERGER OR RECAPITALIZATION Sample Clauses

MERGER OR RECAPITALIZATION. In the event of any merger or recapitalization or similar transaction involving the Company prior to the time when all Indemnification Shares have been transferred or released in accordance with the terms of this Section 8, such Indemnification Shares shall be converted or exchanged in accordance with such transaction in the same manner as other Company common stock, and any securities or property issued in conversion or exchange thereof hall then be included within the definition of Indemnification Shares and shall otherwise become subject to this Exchange Agreement in lieu of such shares of Indemnification Shares.
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MERGER OR RECAPITALIZATION. In the event of any merger or recapitalization or similar transaction involving ShopNow prior to the time when all Indemnification Shares have been transferred or released in accordance with the terms of this Section 8.5, such Indemnification Shares shall be converted or exchanged in accordance with such transaction in the same manner as other ShopNow Common Stock, and any securities or property issued in conversion or exchange thereof shall then be included within the definition of Indemnification Shares and shall otherwise become subject to this Agreement in lieu of such shares of ShopNow Common Stock.
Sample 1
MERGER OR RECAPITALIZATION. In the event of any merger or recapitalization or similar transaction involving Monarch prior to the time when all Holdback Shares have been transferred or released in accordance with the terms of this Section 7.4, such Holdback Shares shall be converted or exchanged in accordance with such transaction in the same manner as other shares of Monarch Common Stock, and any securities or property issued in conversion or exchange thereof shall then be included within the definition of Holdback Shares and shall otherwise become subject to this Agreement in lieu of such share of Monarch Common Stock.
Sample 1
MERGER OR RECAPITALIZATION. In the event of any merger or recapitalization or similar transaction involving Egghead prior to the time when all Holdback Shares have been transferred or released in accordance with the terms of this Section 10.6, such Holdback Shares shall be converted or exchanged in accordance with such transaction in the same manner as other Egghead Common Shares, and any securities or property issued in conversion or exchange thereof shall then be included within the definition of Holdback Shares and shall otherwise become subject to this Agreement in lieu of such Egghead Common Shares.
Sample 1
MERGER OR RECAPITALIZATION. In the event of any merger or recapitalization or similar transaction involving Sierra prior to the time when all Holdback Shares have been transferred or released in accordance with the terms of this Section 8.6, such Holdback Shares shall be converted or exchanged in accordance with such transaction in the same manner as other shares of Sierra Common Stock, and any securities or property issued in conversion or exchange thereof shall then be included within the definition of Holdback Shares and shall otherwise become subject to this Agreement in lieu of such shares of Sierra Common Stock. If as a result of any such transaction the stockholders of Sierra immediately before the transaction will not own in excess of 50% of the voting capital stock of Sierra immediately after the transaction, the Holdback Termination Date shall be deemed to be the closing date of such transaction and the Holdback Shares shall be re-transferred to Sierra or released to the Shareholders, as the case may be, as provided herein.
Sample 1
MERGER OR RECAPITALIZATION. In the event of any merger, recapitalization or similar transaction involving Digital prior to the time when all Holdback Shares have been transferred or released in accordance with the terms of this Section 4.2, such Holdback Shares shall be converted or exchanged in accordance with such transaction in the same manner as other Digital Common Shares, and any securities or property issued in conversion or exchange thereof shall then be included within the definition of Holdback Shares and shall otherwise become subject to this Agreement in lieu of such Digital Common Shares. If as a result of any such transaction the shareholders of Digital immediately before the transaction will not own in excess of 50% of the voting capital stock of Digital immediately after the transaction, the Holdback Termination Date shall be deemed to be the closing date of such transaction and the Holdback Shares shall be retransferred to Digital or released to the holders of the Holdback Shares, as the case may be, as provided herein.
Sample 1
MERGER OR RECAPITALIZATION. In the event of any merger or recapitalization or similar transaction involving Onyx prior to the time when all Onyx Shares have been transferred or released in accordance with this Agreement, any such Onyx Shares shall be converted or exchanged in accordance with such transaction in the same manner as other Onyx Common Stock, and any securities or property issued in conversion or exchange thereof shall then be included within the definition of Onyx Shares and shall otherwise become subject to this Agreement in lieu of such shares of Onyx Common Stock.
Sample 1
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Related to MERGER OR RECAPITALIZATION

  • Recapitalization Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate purchase price shall remain the same.

  • Recapitalization or Reorganization In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an Optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise, the securities he would have received if he had exercised his Option immediately prior to such recapitalization or reorganization.

  • Recapitalization or Reclassification If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(b).

  • 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.

  • Adjustment for Recapitalization If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the date hereof combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased.

  • Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer at any time prior to the Expiration Date shall do any of the following (each, a “Triggering Event”): (A) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer, sell or otherwise dispose all or substantially all of its properties or assets to any other Person, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled, upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive, and shall accept, at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the shares of Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in this Section 4.

  • Recapitalization, etc In the event that any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Shares or any other change in capital structure of the Issuer, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

  • Adjustment for Merger or Reorganization, etc Subject to the provisions of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stock.

  • Reorganization or Reclassification In case of any capital reorganization or any reclassification of the capital stock of the Company (except as provided in Section 4.2 above) while this Warrant remains outstanding, then, as a condition of such reorganization or reclassification, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter be entitled to purchase pursuant to this Warrant (in lieu of the number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such reorganization or reclassification) the shares of stock of any class or classes or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such reorganization or reclassification, at an aggregate purchase price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior to such reorganization or reclassification. In case of any such capital reorganization or reclassification, appropriate provision shall be made with respect to the rights and interests thereafter of the holders of Warrants, to the end that all the provisions of the Warrants (including the provisions of this Article 4) shall thereafter be applicable, as nearly as practicable, to such stock or other securities or property thereafter deliverable upon the exercise of the Warrants.

  • Recapitalization/Reorganization (a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right.

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