Common use of Merger/Sale of Assets Clause in Contracts

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Appears in 18 contracts

Samples: Change of Control Agreement (Conceptus Inc), Change of Control Agreement (Conceptus Inc), Change of Control Agreement (Conceptus Inc)

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Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the CompanyBoard, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) % of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.; or

Appears in 11 contracts

Samples: Management Continuity Agreement (Simplex Solutions Inc), Management Continuity Agreement (Adeza Biomedical Corp), Management Continuity Agreement (Simplex Solutions Inc)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the CompanyBoard, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) % of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.; or

Appears in 10 contracts

Samples: Management Continuity Agreement (Adeza Biomedical Corp), Management Continuity Agreement (Adeza Biomedical Corp), Management Continuity Agreement (Adeza Biomedical Corp)

Merger/Sale of Assets. A The stockholders of the Company approve a merger or consolidation of the Company whether or not approved by the Board of Directors of the Companywith any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 6 contracts

Samples: Employment Agreement (Visual Numerics Inc), Employment Agreement (Visual Numerics Inc), Employment Agreement (Visual Numerics Inc)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the CompanyBoard, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) % of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Appears in 5 contracts

Samples: Management Continuity and Severance Agreement (Dynavax Technologies Corp), Management Continuity and Severance Agreement (Dynavax Technologies Corp), Management Continuity and Severance Agreement (Dynavax Technologies Corp)

Merger/Sale of Assets. A merger or consolidation of the Company --------------------- Company, whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the approval by the stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 4 contracts

Samples: Change of Control Agreement (Avantgo Inc), Change of Control Agreement (Avantgo Inc), Change of Control Agreement (Avantgo Inc)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 4 contracts

Samples: Change of Control Agreement (Conceptus Inc), Change of Control Agreement (Conceptus Inc), Change of Control Agreement (Conceptus Inc)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.; or

Appears in 3 contracts

Samples: Key Employee Retention Agreement (Accelgraphics Inc), Change of Control Agreement (Netro Corp), Key Employee Retention Agreement (Accelgraphics Inc)

Merger/Sale of Assets. A merger or consolidation of the Company Company, whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the approval by the stockholders of the Company approve of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 3 contracts

Samples: Change of Control Agreement (Avantgo Inc), Change of Control Agreement (Avantgo Inc), Change of Control Agreement (Avantgo Inc)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the CompanyBoard, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Appears in 3 contracts

Samples: Change of Control and Severance Agreement (Vivus Inc), Change of Control and Severance Agreement (Vivus Inc), Change of Control and Severance Agreement (Vivus Inc)

Merger/Sale of Assets. A merger or consolidation of --------------------- the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 3 contracts

Samples: Change of Control Agreement (Keravision Inc /Ca/), Change of Control Agreement (Rita Medical Systems Inc), Change of Control Agreement (Keravision Inc /Ca/)

Merger/Sale of Assets. A merger In the event of (x) a merger, acquisition or consolidation of the Company Company, whether or not approved by the Board of Directors of the CompanyBoard, other than a merger merger, acquisition or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) % of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or ; (y) the stockholders of the Company approve a plan of complete liquidation liquidation, dissolution or similar extraordinary transaction of the Company Company; or an agreement for (z) the sale or disposition by the Company of all or substantially all of the Company’s assets.

Appears in 3 contracts

Samples: Management Continuity and Severance Agreement (Dynavax Technologies Corp), Management Continuity and Severance Agreement (Dynavax Technologies Corp), Management Continuity and Severance Agreement (Dynavax Technologies Corp)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) % of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.; or

Appears in 2 contracts

Samples: Change of Control Agreement (Concentric Medical Inc), Change of Control Agreement (Concentric Medical Inc)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Appears in 2 contracts

Samples: Change of Control and Severance Agreement (Vivus Inc), Change of Control and Severance Agreement (Vivus Inc)

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Merger/Sale of Assets. A merger or consolidation of the --------------------- Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 2 contracts

Samples: Change of Control Agreement (Rita Medical Systems Inc), Change of Control Agreement (Rita Medical Systems Inc)

Merger/Sale of Assets. A merger or consolidation of --------------------- the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 1 contract

Samples: Change of Control Agreement (Moai Technologies Inc)

Merger/Sale of Assets. A merger or consolidation --------------------- of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 1 contract

Samples: Change of Control Agreement (Keravision Inc /Ca/)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Appears in 1 contract

Samples: Management Continuity Agreement (Laserscope)

Merger/Sale of Assets. A The stockholders of the Company approve a --------------------- merger or consolidation of the Company whether or not approved by the Board of Directors of the Companywith any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) % of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 1 contract

Samples: Stock Option Agreement (Northpoint Communications Group Inc)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company Company, or an agreement for the closing of a sale or disposition by the Company of all or substantially all of the Company’s assets.

Appears in 1 contract

Samples: Officer Continuity Agreement (Energy Focus, Inc/De)

Merger/Sale of Assets. A merger or consolidation of the --------------------- Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.; or

Appears in 1 contract

Samples: Change of Control Agreement (Xylan Corp)

Merger/Sale of Assets. A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least greater than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets.

Appears in 1 contract

Samples: Directors and Officers Change in Control Agreement (Connective Therapeutics Inc)

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