Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board, 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 or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or
Appears in 33 contracts
Samples: Change in Control Severance Agreement (ImmunoGen, Inc.), Change in Control Severance Agreement (Immunogen Inc), Change in Control Severance Agreement (Immunogen Inc)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board, 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 or the parent of such corporation) at least fifty percent (50% %) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) or the Company’s stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; oror (iii)
Appears in 11 contracts
Samples: Employment Agreement (Vascular Biogenics Ltd.), Executive Employment Agreement (Inhibrx, Inc.), Executive Employment Agreement (Inhibrx, Inc.)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board, 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 or the parent of such corporation) at least fifty percent (50% %) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the or Company’s stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; oror (iii)
Appears in 9 contracts
Samples: Executive Employment Agreement (Spero Therapeutics, Inc.), Executive Employment Agreement (Spero Therapeutics, Inc.), Executive Employment Agreement (Spero Therapeutics, Inc.)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board, 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 or the parent of such corporation) at least fifty percent (50% %) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) or the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or
Appears in 7 contracts
Samples: Severance and Change of Control Agreement (Synta Pharmaceuticals Corp), Severance and Change of Control Agreement (Synta Pharmaceuticals Corp), Severance and Change of Control Agreement (Synta Pharmaceuticals Corp)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the BoardBoard of Directors, 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 or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, corporation outstanding immediately after such merger or consolidation; , or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or
Appears in 4 contracts
Samples: Restricted Stock Agreement (Alloy Inc), Nexx Systems Inc, Nexx Systems Inc
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the BoardBoard of Directors, 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 or the parent of such corporation) at least 5080% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, corporation outstanding immediately after such merger or consolidation; , or (B) the stockholders of the Company approve 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: Agreement (Paradigm Genetics Inc), Agreement (Paradigm Genetics Inc), Agreement (Paradigm Genetics Inc)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the BoardBoard of Directors, 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 or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, corporation outstanding immediately after such merger or consolidation; , or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s 's assets; or
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (National Datacomputer Inc), Incentive Stock Option Agreement (National Datacomputer Inc)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board, 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 or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; oror
Appears in 1 contract
Samples: Change in Control Severance Agreement (ImmunoGen, Inc.)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Holdings' Board, 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 or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, corporation outstanding immediately after such merger or consolidation; , or (B) the stockholders of the Company approve 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: Carl Yankowski Employment Agreement (Majesco Holdings Inc)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the BoardBoard of Directors, 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 or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, corporation outstanding immediately after such merger or consolidation; , or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or.
Appears in 1 contract
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the BoardBoard of Directors, 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 or the parent of such corporation) at least more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or.
Appears in 1 contract
Samples: Form of Restricted Stock Agreement (Latrobe Specialty Metals, Inc.)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board, 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 or the parent of such corporation) at least fifty percent (50% %) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) or the stockholders of the Company approve 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: Severance and Change of Control Agreement (Synta Pharmaceuticals Corp)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board, 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 or the parent of such corporation) at least fifty percent (50% %) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) or the Company’s stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; oror (iii)
Appears in 1 contract
Samples: Executive Employment Agreement (Synta Pharmaceuticals Corp)