Merger/Sale of Assets. A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of 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 Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (B) the sale or disposition by Company of all or substantially all of Company’s assets; or (iii)
Appears in 8 contracts
Samples: Executive Employment Agreement (Globe Photos, Inc.), Executive Employment Agreement (Pulmatrix, Inc.), Executive Employment Agreement (Globe Photos, 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 (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 sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii)assets in a transaction requiring stockholder approval.
Appears in 6 contracts
Samples: Employment Agreement (BG Medicine, Inc.), Employment Agreement (BG Medicine, Inc.), Employment Agreement (BG Medicine, Inc.)
Merger/Sale of Assets. A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of 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 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 sale or disposition by Company of all or substantially all of Company’s assets; or (iii).
Appears in 5 contracts
Samples: Executive Employment Agreement (AeroClean Technologies, LLC), Executive Employment Agreement (AeroClean Technologies, LLC), Executive Employment Agreement (X4 Pharmaceuticals, 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 fifty percent (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 sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii)assets in a transaction requiring stockholder approval.
Appears in 4 contracts
Samples: Non Qualified Stock Option Agreement (BG Medicine, Inc.), Executive Severance and Change in Control Agreement (Myrexis, Inc.), Executive Severance and Change in Control Agreement (Myriad Pharmaceuticals, Inc.)
Merger/Sale of Assets. A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of 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 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 sale or disposition by Company of all or substantially all of Company’s assets; or (iii). Executive acknowledges and agrees that the transactions contemplated by the Merger Agreement shall not constitute a Change of Control.
Appears in 4 contracts
Samples: Executive Employment Agreement (AeroClean Technologies, Inc.), Executive Employment Agreement (AeroClean Technologies, Inc.), Executive Employment Agreement (AeroClean Technologies, 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 fifty percent (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 sale or disposition by the Company of all or substantially all of the Company’s assetsassets in a transaction requiring stockholder approval; or (iii)or
Appears in 4 contracts
Samples: Performance Based Restricted Stock Agreement (Aspen Aerogels Inc), Restricted Stock Agreement (Aspen Aerogels Inc), Consulting Agreement (BG Medicine, Inc.)
Merger/Sale of Assets. A (1) 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 corporationentity) 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 corporationentity, as the case may be, outstanding immediately after such merger or consolidation; or (B2) the sale or disposition by the Company of all or substantially all of the Company’s assets; or (iiiC)
Appears in 3 contracts
Samples: Severance and Change of Control Agreement (Myriad Genetics Inc), Executive Employment Agreement (Myriad Genetics Inc), Severance and Change in Control Agreement (Myriad Genetics Inc)
Merger/Sale of Assets. 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% (fifty percent (50%percent) 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; (B) , or the consummation of an agreement for the sale or disposition by of the Company of all or substantially all of the Company’s assets; or (iii). “Substantially all of the Company’s assets” shall be deemed to include the assets of all business units and/or divisions of the Company and all of its affiliates.
Appears in 1 contract
Merger/Sale of Assets. 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, corporation outstanding immediately after such merger or consolidation; (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 (iii);
Appears in 1 contract
Merger/Sale of Assets. (A) A merger or consolidation of Company Employer whether or not approved by the BoardBoard of Directors, other than a merger or consolidation which would result in the voting securities of Company Employer 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 (more than 50%) % of the total voting power represented by the voting securities of Company Employer or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by Company Employer of all or substantially all of CompanyEmployer’s assets; or (iii)assets in a transaction requiring stockholder approval.
Appears in 1 contract
Samples: Employment Agreement (Catasys, Inc.)
Merger/Sale of Assets. (A) A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of 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 Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (B) or the sale or disposition by Company of all or substantially all of Company’s assets; or (iii)or
Appears in 1 contract
Samples: Executive Employment Agreement (Spero Therapeutics, Inc.)
Merger/Sale of Assets. A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of 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 Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (B) the sale or disposition by Company of all or substantially all of Company’s assets; or (iii)merger
Appears in 1 contract
Samples: Executive Employment Agreement (Spero Therapeutics, Inc.)
Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the BoardCompany’s Board 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 fifty percent (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 sale or disposition by the Company of all or substantially all of the Company’s assetsassets in a transaction requiring stockholder approval; or (iii)or
Appears in 1 contract
