Merger; Sale of Assets; Dissolution. In the event of a change of the Common Stock resulting from a merger or similar reorganization as to which the Company is the surviving corpora- tion, the number and kind of Shares which thereafter may be subject to options granted hereunder and the price per share thereof shall be appropriately adjusted in such a manner as the Board of Directors of the Company may deem equitable to prevent substantial dilution or enlargement of the rights available or granted hereunder. If the Company at any time should elect to dissolve, sell all or substantially all of its assets, undergo a reorganiza- tion, or merge or consolidate with any corporation and the Company is not the surviving corporation, then (unless in the case of a reorganization, merger, or consolidation, the surviving corporation assumes the optionees' rights hereunder or issues substantially equivalent substitute rights in place hereof) the Optionee shall be notified by the Company of his right to exercise all outstanding options prior to any such dissolution, sale, reorganization, merger or consolidation. The failure to exercise such outstanding options within thirty (30) days of such notification shall cause the option hereunder to be terminated.
Merger; Sale of Assets; Dissolution. In the event of a change in the Common Stock resulting from a merger or similar reorganization as to which the Company is the surviving corporation, the number and kind of shares then subject to this option and the price per share thereof shall be appropriately adjusted in such manner as the Compensation Committee may deem equitable to prevent substantial dilution or enlargement of the rights available or granted hereunder. With respect to a merger or similar reorganization in which the Company does not survive, the Optionee shall have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification ("Reorganization")) be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Optionee of this option so that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price) shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this option. No Reorganization shall terminate this Option.
Merger; Sale of Assets; Dissolution. In the event of a merger or similar reorganization as to which the Company is the surviving corporation, the number, kind and Option price of the shares then subject to the Option may be adjusted as determined by the Board of Directors. In order to permit the Optionee acquiring shares upon exercise of an Option to participate, as a shareholder of the Company, (a) in a merger in which the Company does not survive, a sale of substantially all of the assets of the Company, or a sale of at least a majority of the issued and outstanding capital Stock of the Company, with or to any persons) or entity(ies) not controlling, controlled by or under common control with the Company, or (b) in a liquidation of the Company, the Company will use its best efforts to give advance notice of any such event to Optionee.
Merger; Sale of Assets; Dissolution. In the event of a change of ----------------------------------- the Shares resulting from a merger or similar reorganization as to which the Company is the surviving corporation, or the formation of a holding company, the Committee will adjust the number and kind of shares subject to this Option and the exercise price hereunder to prevent substantial dilution or enlargement of the rights available or granted hereunder. If the Company shall be a party to a merger or a similar reorganization after which the Company will not survive, or if there will be a sale of substantially all the Common Stock of the Company or a sale of all or substantially all of the assets of the Company, the Committee, in its discretion, may declare (a) that the Option shall terminate on a date not less than 30 days after the date notice of such termination is given to the holder hereof unless theretofore exercised (but if the Committee determines that 30 days' notice would be disruptive to the reorganization transaction with respect to which such notice is given, then the Committee may give such shorter notice as the circumstances reasonably require, but in no event less than 10 days), (b) that the Option shall pertain to and apply, with appropriate adjustments as determined by the Committee, to the securities of the resulting corporation to which a holder of the number of Shares subject to this Option would have been entitled, or (c) that the Company or resulting corporation will purchase the Option from the holder at a price per Share as to which the Option is outstanding, unexercised and vested equal to the difference between the price at which Shares of the Company are to be purchased or exchanged in the transaction and the Option Price.
Merger; Sale of Assets; Dissolution. The Borrower shall not, and shall not agree, directly or indirectly, to (i) enter into any transaction of merger or consolidation, (ii) wind up, liquidate, or dissolve itself, or file any petition or pass a resolution seeking the same, (iii) commence any voluntary Insolvency Proceeding, (iv) acquire Property or assets outside of the ordinary course of its business (it being understood that (without limiting any other provisions of this Agreement) Investments consisting of strategic acquisitions, joint ventures or partnerships, in each case related to the Borrower's business, shall be deemed to be within the ordinary course of the Borrower's business), or (v) convey, sell, assign, lease (as lessor), transfer, pledge or otherwise dispose of any Property or assets other than sales of inventory and product and leases of or other agreements (including agreements relating to any prospective expansion of the Fab 7 Plant pursuant to a joint venture or otherwise) relating to unused or underutilized production capacity in the ordinary course of business and sales or leases of any material portion of its Property or assets that are (A) uneconomic or obsolete, (B) no longer used or useful or necessary in connection with the operation of the Borrower's business, or (C) at the end of their useful life and that are replaced by other Property or assets of equal value and utility as at the beginning of its useful life; provided, however, that in each case the Borrower shall have received consideration determined on an arm's-length basis (or if no consideration was given, such determination was made on an arm's-length basis).
Merger; Sale of Assets; Dissolution. Propose or adopt a plan of ----------------------------------- liquidation, dissolution, or merger or consolidation with, or the sale of a substantial portion of its assets to, any Person, other than a liquidation or dissolution of any subsidiary or a merger or consolidation between wholly owned subsidiaries;
Merger; Sale of Assets; Dissolution. In the event of a change of the Common Stock resulting from a merger, the formation of a holding company, or a similar reorganization as to which the Company is the surviving corporation, the number and kind of Option Shares then subject to this option and the Option Exercise Price thereof shall be appropriately adjusted in such manner as the Option Committee may deem equitable to prevent dilution or enlargement of the rights available or granted hereunder. Except as otherwise determined by the Board of Directors of the Company, a merger or a similar reorganization in which the Company does not survive, or a sale of all or substantially all of the assets of the Company, shall cause this option to the extent then outstanding to terminate, unless any surviving entity agrees to assume the rights and obligations hereunder.
Merger; Sale of Assets; Dissolution. In the event of a change in ----------------------------------- the Stock resulting from a merger or consolidation to which Holding is a party which does not result in a Sale of Holding, the number and kind of shares then subject to the Option and the price per share thereof shall be appropriately adjusted in such manner as the Board or the Compensation Committee thereof may deem equitable to prevent substantial dilution or enlargement of the rights available or granted hereunder.
Merger; Sale of Assets; Dissolution. So long as shares of Series C Convertible Preferred Stock issued hereunder are outstanding, the Company will not become a party to any merger or consolidation, or sell, lease or otherwise dispose of substantially all of its assets, other than sales and leases of assets in the ordinary course of business, or dissolve or liquidate its assets without the prior approval of holders of record of a majority of the shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock outstanding as of a record date between 10 and 90 days prior to the consummation of any such transaction, voting together as a class, except that (a) any subsequently formed Subsidiary (as defined herein) may merge or consolidate with the Company so long as the Company is the surviving entity of such merger or consolidation, and (b) any subsequently formed Subsidiary may lease, sell, transfer or otherwise dispose of all or any part of its properties and assets to the Company.
Merger; Sale of Assets; Dissolution. So long as shares of Series A Convertible Preferred Stock issued hereunder are outstanding, the Company will not become a party to any merger or consolidation, or sell, lease or otherwise dispose of substantially all of its assets, other than sales and leases of assets in the ordinary course of business, or dissolve or liquidate its assets without the prior approval of holders of record of a majority of the shares of Series A Convertible Preferred Stock outstanding as of a record date between 10 and 90 days prior to the consummation of any such transaction, except that (i) any subsequently formed Subsidiary may merge or consolidate with the Company so long as the Company is the surviving entity of such merger or consolidation, and (ii) any subsequently formed Subsidiary may lease, sell, transfer or otherwise dispose of all or any part of its properties and assets to the Company.
