Common use of Merger/Sale of Assets Clause in Contracts

Merger/Sale of Assets. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

Merger/Sale of Assets. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (ia) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (iib) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iiic) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

Merger/Sale of Assets. If at (a) Borrower shall not merge or consolidate with or into (whether or not Borrower is the Surviving Person) any time while this Warrantother Person and Borrower will not, and will not cause or permit any Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of Borrower’s and its Subsidiaries assets (determined on a consolidated basis for Borrower and its Subsidiaries) to any Person in a single transaction or series of related transactions, unless (1) either (A) Borrower will be the Surviving Person or (B) the Surviving Person (if other than Borrower) will be an entity organized and validly existing under the laws of Delaware, and will, in any such case, expressly assume the due and punctual payment of the principal of, premium, if any, and interest on the Loans and the performance and observance of every covenant of the Loan Documents to be performed or observed on the part of Borrower and shall use its commercially reasonable efforts to actively market and promote the LFRP and to seek out and exploit opportunities for entering into Future Licenses; and (2) immediately thereafter, on a pro forma basis after giving effect to such transaction (and treating any Indebtedness not previously an obligation of Borrower or any portion thereofSubsidiary of Borrower in connection with or as a result of such transaction as having been incurred at the time of such transaction), is outstanding no Default or Event of Default will have occurred and unexpired there be continuing. (b) Neither Borrower nor any of its Subsidiaries shall be directly or indirectly sell, lease, license, transfer or otherwise dispose of all or any part of its assets consisting of or used in the LFRP Technology or the LFRP, except (i) a reorganization (other than a combination, reclassification, exchange licenses of intellectual property rights of Borrower or subdivision any of shares otherwise its Subsidiaries in connection with services provided by Borrower or such Subsidiary for herein), fair value in an arm’s-length transaction in the ordinary course of its business; (ii) a merger sales of equipment not needed for Borrower’s business to one or consolidation of the Company with or into another corporation more third parties for fair value in which the Company is not the surviving entity, or a reverse triangular merger an arm’s-length transaction; provided any assets received in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior return from such transaction are subject to the merger are converted Lien created by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or Security Agreement; (iii) a sale sales of equipment to one or transfer more third parties for fair value in an arm’s-length transaction, the proceeds of the Companywhich are used to purchase replacement or other assets useful in Borrower’s properties and assets as, or substantially as, an entirety to any other person, then, as a part LFRP business within [*****] of such reorganizationsale; (iv) other sales, mergerleases, consolidationlicenses, sale transfers or transfer, lawful provision shall be made so that other dispositions in an aggregate amount not to exceed [*****] from the holder Closing Date through the term of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during Amended Agreement and (v) Permitted Collateralizations; provided the period specified herein proceeds resulting therefrom are applied in accordance with Section 3.02(c) and upon payment of the Exercise Price then that any assets received in effect, the number of shares of stock or other securities or property of the successor corporation resulting return from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all transaction are subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith Lien created by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this WarrantSecurity Agreement.

Merger/Sale of Assets. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s 's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s 's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 53. The foregoing provisions of this Section 5.3 3(c) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

Merger/Sale of Assets. If at (a) Borrower shall not merge or consolidate with or into (whether or not Borrower is the Surviving Person) any time while this Warrantother Person and Borrower will not, and will not cause or permit any Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of Borrower’s and its Subsidiaries assets (determined on a consolidated basis for Borrower and its Subsidiaries) to any Person in a single transaction or series of related transactions, unless (1) either (A) Borrower will be the Surviving Person or (B) the Surviving Person (if other than Borrower) will be an entity organized and validly existing under the laws of Delaware, and will, in any such case, expressly assume the due and punctual payment of the principal of, premium, if any, and interest on the Loans and the performance and observance of every covenant of the Loan Documents to be performed or observed on the part of Borrower and shall use its commercially reasonable efforts to actively market and promote the LFRP and to seek out and exploit opportunities for entering into Future Licenses; and (2) immediately thereafter, on a pro forma basis after giving effect to such transaction (and treating any Indebtedness not previously an obligation of Borrower or any portion thereofSubsidiary of Borrower in connection with or as a result of such transaction as having been incurred at the time of such transaction), is outstanding no Default or Event of Default will have occurred and unexpired there be continuing. (b) Neither Borrower nor any of its Subsidiaries shall be directly or indirectly sell, lease, license, transfer or otherwise dispose of all or any part of its assets consisting of or used in the LFRP Technology or the LFRP, except (i) a reorganization (other than a combination, reclassification, exchange licenses of intellectual property rights of Borrower or subdivision any of shares otherwise its Subsidiaries in connection with services provided by Borrower or such Subsidiary for herein), fair value in an arm’s-length transaction in the ordinary course of its business; (ii) a merger sales of equipment not needed for Borrower’s business to one or consolidation of the Company with or into another corporation more third parties for fair value in which the Company is not the surviving entity, or a reverse triangular merger an arm’s-length transaction; provided any assets received in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior return from such transaction are subject to the merger are converted Lien created by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or Security Agreement; (iii) a sale sales of equipment to one or transfer more third parties for fair value in an arm’s-length transaction, the proceeds of the Companywhich are used to purchase replacement or other assets useful in Borrower’s properties and assets as, or substantially as, an entirety to any other person, then, as a part LFRP business within [*****] of such reorganizationsale and (iv) other sales, mergerleases, consolidationlicenses, sale transfers or transfer, lawful provision shall be made so that other dispositions in an aggregate amount not to exceed [*****] from the holder Closing Date through the term of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this WarrantAgreement.

Merger/Sale of Assets. If at The Company shall not: (a) merge into or consolidate with any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be corporation if (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entitycorporation, or a reverse triangular merger in which (ii) the Company is the surviving entity but the shares corporation and a majority of the Company’s capital stock outstanding immediately board of directors of the Company for a period of three months after the effective date of such merger does not consist of individuals who were directors of the Company 12 months prior to such effective date (except for changes due to the merger are converted by virtue retirement or death of the merger into other property, whether in the form of securities, cash, or otherwise, any such individuals) or (iii) after giving effect to such merger or consolidation, a sale Default has occurred and is continuing; or (b) permit any Restricted Subsidiary to be a party to any merger or consolidation or to transfer all or substantially all of its assets, except that any such Restricted Subsidiary may merge or consolidate with, or transfer all or substantially all of its assets to, the Company or any of the Company's other Subsidiaries provided that (i) the surviving entity of such merger or consolidation or the transferee of such assets (if it is not the Company or another Restricted Subsidiary) shall thereafter be treated as a Restricted Subsidiary for all purposes of this Agreement and (ii) after giving effect to such merger, consolidation or transfer of the Company’s properties assets, no Default shall have occurred and assets asbe continuing; or (c) sell, assign, transfer or otherwise dispose of all or substantially asall of its assets or, an entirety in any case, any stock of or other equity interest in any of the Restricted Subsidiaries, except that (i) stock of or other equity interest in any such Restricted Subsidiary may be sold, assigned or transferred by the Company to any other person, then, of its wholly-owned Subsidiaries provided that thereafter such Subsidiary shall be treated as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder Restricted Subsidiary for all purposes of this Warrant Agreement and the Company shall thereafter be entitled not permit such Subsidiary to receive upon exercise sell, assign, transfer or otherwise dispose of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of any such stock or other securities equity interest except to the Company or property otherwise in accordance with this clause (c), (ii) stock of or other equity interest in any Restricted Subsidiary may be sold, assigned, transferred or disposed of (whether by the Company or any of its wholly-owned Subsidiaries) so long as immediately after giving effect to such transaction the Company 22 and/or one or more of its wholly-owned Subsidiaries owns stock of or other equity interests in such Restricted Subsidiary (x) representing, in the case of a partnership, not less than 80% of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive outstanding capital and profit interests in such reorganizationpartnership or, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities case of any other corporation that are at entity, not less than 80% of the time receivable upon fair market value of the exercise outstanding stock of this Warrant. In all eventsor other equity interests in such Restricted Subsidiary (excluding Mandatory Preferred Stock of such Restricted Subsidiary) and (y) representing not less than 80% of the ordinary voting power for the election of directors or other persons performing similar functions of such Restricted Subsidiary (other than stock or other equity interests having such power only by reason of the happening of a contingency) and (iii) Mandatory Preferred Stock of any Restricted Subsidiary may be sold, appropriate adjustment assigned, transferred or disposed of (as determined in good faith whether by the Company’s Board Company or any of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrantits Subsidiaries).

Merger/Sale of Assets. If at any time while this WarrantIf, or any portion thereofafter the Commencement Date, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, ? reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s 's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, cash or otherwise, or (iii) a sale or transfer of the Company’s 's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such the reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant Warrantholder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to 4 receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, consolidation sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 5.6 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

Merger/Sale of Assets. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 5.4 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

Merger/Sale of Assets. If at The Company shall not: (a) merge into or consolidate with any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be corporation if (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entitycorporation, or a reverse triangular merger in which (ii) the Company is the surviving entity but the shares corporation and a majority of the Company’s capital stock outstanding immediately board of directors of the Company for a period of three months after the effective date of such merger does not consist of individuals who were directors of the Company 12 months prior to such effective date (except for changes due to the merger are converted by virtue retirement or death of the merger into other property, whether in the form of securities, cash, or otherwise, any such individuals) or (iii) after giving effect to such merger or consolidation, a sale Default has occurred and is continuing; or (b) permit any Restricted Subsidiary to be a party to any merger or consolidation or to transfer all or substantially all of its assets, except that any such Restricted Subsidiary may merge or consolidate with, or transfer all or substantially all of its assets to, the Company or any of the Company's other Subsidiaries provided that (i) the surviving entity of such merger or consolidation or the transferee of such assets (if it is not the Company or another Restricted Subsidiary) shall thereafter be treated as a Restricted Subsidiary for all purposes of this Agreement and (ii) after giving effect to such merger, consolidation or transfer of the Company’s properties assets, no Default shall have occurred and assets asbe continuing; or (c) sell, assign, transfer or otherwise dispose of all or substantially asall of its assets or, an entirety in any case, any stock of or other equity interest in any of the Restricted Subsidiaries, except that (i) stock of or other equity interest in any such Restricted Subsidiary may be sold, assigned or transferred by the Company to any other person, then, of its wholly-owned Subsidiaries provided that thereafter such Subsidiary shall be treated as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder Restricted Subsidiary for all purposes of this Warrant Agreement and the Company shall thereafter be entitled not permit such Subsidiary to receive upon exercise sell, assign, transfer or otherwise dispose of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of any such stock or other securities equity interest except to the Company or property otherwise in accordance with this clause (c), (ii) stock of or other equity interest in any Restricted Subsidiary may be sold, assigned, transferred or disposed of (whether by the Company or any of its wholly-owned Subsidiaries) so long as immediately after giving effect to such transaction the Company and/or one or more of its wholly-owned Subsidiaries owns stock of or other equity interests in such Restricted Subsidiary (x) representing, in the case of a partnership, not less than 80% of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive outstanding capital and profit interests in such reorganizationpartnership or, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5.3 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities case of any other corporation that are at entity, not less than 80% of the time receivable upon fair market value of the exercise outstanding stock of this Warrant. In all eventsor other equity interests in such Restricted Subsidiary (excluding Mandatory Preferred Stock of such Restricted Subsidiary) and (y) representing not less than 80% of the ordinary voting power for the election of directors or other persons performing similar functions of such Restricted Subsidiary (other than stock or other equity interests having such power only by reason of the happening of a contingency) and (iii) Mandatory Preferred Stock of any Restricted Subsidiary may be sold, appropriate adjustment assigned, transferred or disposed of (as determined in good faith whether by the Company’s Board Company or any of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrantits Subsidiaries).