Common use of Mergers or Consolidations Clause in Contracts

Mergers or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of Warrant Stock otherwise provided for herein) (a “Reorganization”), or a merger or consolidation of the Company with another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful provision shall be made so that the Purchaser shall thereafter be entitled to receive upon exercise of this Warrant, and upon payment of the Warrant Price, the number of shares of stock or other securities, cash or property of the Company or the successor corporation resulting from such Reorganization or Merger, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such Reorganization or Merger if this Warrant had been exercised immediately before that Reorganization or Merger. At the effective time of any such Reorganization or Merger, this Warrant (and the right to purchase securities upon exercise hereof) will terminate.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Targeted Genetics Corp /Wa/), Warrant Agreement (Targeted Genetics Corp /Wa/)

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Mergers or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of Warrant Stock otherwise provided for herein) (a “Reorganization”), or a merger or consolidation of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”)corporation, then, as a part of such Reorganization or Merger, lawful provision shall be made so that the Purchaser Warrant Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price, the number of shares of stock Equity Securities or other securities, cash securities or property of the Company or the successor corporation resulting from such Reorganization merger or Merger, consolidation to which a holder of the Common Stock Warrant Shares deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such Reorganization merger or Merger consolidation if this Warrant had been exercised immediately before that Reorganization such merger or Mergerconsolidation occurs. At the effective time of In any such Reorganization case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrant Holder after the merger or Merger, consolidation to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the right Warrant Number) shall be applicable after that event, as near as reasonably may be, in relation to purchase securities any shares or other property deliverable after that event upon exercise hereof) will terminateof this Warrant.

Appears in 2 contracts

Samples: Warrant Agreement (Capstone Therapeutics Corp.), Warrant Agreement

Mergers or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of Warrant Stock otherwise provided for herein) (a “Reorganization”), or a merger or consolidation of the Company with another corporation (other than a merger with another corporation an Acquisition (as defined in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”Section 5), then, as a part of such Reorganization reorganization, merger or Mergerconsolidation, lawful provision shall be made so that the Purchaser Registered Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant PricePurchase Price (or pursuant to Section 1(c)), the number of shares of stock or other securities, cash securities or property of the Company or the successor corporation resulting from such Reorganization reorganization, merger or Mergerconsolidation, to which a holder of the Common Stock or Preferred Stock (as applicable) deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such Reorganization reorganization, merger or Merger consolidation if this Warrant had been exercised immediately before that Reorganization reorganization, merger or Mergerconsolidation. At the effective time of In any such Reorganization case, 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 Registered Holder after the reorganization, merger or Merger, consolidation to the end that the provisions of this Warrant (including adjustment of the Purchase Price then in effect and the right number of shares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to purchase securities any shares or other property deliverable after that event upon exercise hereof) will terminateof this Warrant.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Metawave Communications Corp)

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Mergers or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of Warrant Stock otherwise provided for herein) (a “Reorganization”), or a merger or consolidation of the Company with or into another corporation (corporation, other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”)Corporate Liquidity Transaction, then, as a part of such Reorganization or Merger, lawful provision shall be made so that the Purchaser Warrant Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price, the number of shares of stock Equity Securities or other securities, cash securities or property of the Company or the successor corporation resulting from such Reorganization merger or Merger, consolidation to which a holder of the Common Stock Warrant Shares deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such Reorganization merger or Merger consolidation if this Warrant had been exercised immediately before that Reorganization such merger or Mergerconsolidation occurs. At the effective time of In any such Reorganization case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrant Holder after the merger or Merger, consolidation to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the right Warrant Number) shall be applicable after that event, as near as reasonably may be, in relation to purchase securities any shares or other property deliverable after that event upon exercise hereof) will terminateof this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Capstone Therapeutics Corp.)

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