Common use of Merger, Reorganization or Consolidation Clause in Contracts

Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture or to issue a substitute Debenture in place thereof which substitute Debenture shall provide for terms at least as favorable to the Holder as contained in this Debenture and shall provide the Holder the right to acquire the kind and amount of common stock and other securities and property which the Holder would have owned or been entitled to receive had the Debenture been converted immediately prior to such Reorganization.

Appears in 8 contracts

Samples: Convertible Debenture Purchase Agreement (Vycor Medical Inc), Convertible Debenture Purchase Agreement (Vycor Medical Inc), Convertible Debenture Purchase Agreement (Vycor Medical Inc)

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Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture or to issue a substitute Debenture in place thereof which substitute Debenture shall provide for terms at least as favorable to the Holder as contained in this Debenture and shall provide the Holder the right to acquire the kind and amount of common stock and other securities and property which the Holder would have owned or been entitled to receive had the Debenture been converted immediately prior to such Reorganization.

Appears in 8 contracts

Samples: Driven Deliveries, Inc., Alliance Media Group Holdings, Inc., Alliance Media Group Holdings, Inc.

Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture Warrant or to issue a substitute Debenture warrants in place thereof which substitute Debenture warrants shall provide for terms at least as favorable to the Holder Warrantholders as contained in this Debenture Warrant and shall provide the Holder Warrantholder the right to acquire the kind and amount of common stock shares and other securities and property which the Holder Warrantholder would have owned or been entitled to receive had the Debenture Warrants been converted exercised immediately prior to such Reorganization.

Appears in 4 contracts

Samples: Vycor Medical Inc, Vycor Medical Inc, Warrant Purchase Agreement (Amerimmune Pharmaceuticals Inc)

Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture Note or to issue a substitute Debenture Note in place thereof which substitute Debenture Note shall provide for terms at least as favorable to the Holder as contained in this Debenture Note and shall provide the Holder the right to acquire the kind and amount of common stock and other securities and property which the Holder would have owned or been entitled to receive had the Debenture Note been converted immediately prior to such Reorganization.

Appears in 2 contracts

Samples: Driven Deliveries, Inc., Driven Deliveries, Inc.

Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture Warrant or to issue a substitute Debenture warrants in place thereof which substitute Debenture warrants shall provide for terms at least as favorable to the Holder Warrantholders as contained in this Debenture Warrant and shall provide the Holder Warrantholder the right to acquire the kind and amount of common stock Units and other securities and property which the Holder Warrantholder would have owned or been entitled to receive had the Debenture Warrants been converted exercised immediately prior to such Reorganization.

Appears in 2 contracts

Samples: Vycor Medical Inc, Vycor Medical Inc

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Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture Warrant or to issue a substitute Debenture warrants in place thereof which substitute Debenture warrants shall provide for terms at least as favorable to the Holder Warrantholders as contained in this Debenture Warrant and shall provide the Holder Warrantholder the right to acquire the kind and amount of common stock shares and other securities and property which the Holder Warrantholder would have owned or been entitled to receive had the Debenture Warrants been converted exercised immediately prior to such Reorganization.

Appears in 1 contract

Samples: Cascade Sled Dog Adventures Inc

Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture Warrant or to issue a substitute Debenture warrants in place thereof which substitute Debenture warrants shall provide for terms at least as favorable to the Holder Warrantholders as contained in this Debenture Warrant and shall provide the Holder Warrantholder the right to acquire the kind and amount of common stock Shares and other securities and property which the Holder Warrantholder would have owned or been entitled to receive had the Debenture Warrants been converted exercised immediately prior to such Reorganization.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Strategic Gaming Investments, Inc.)

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