Non-Equity Merger and Equity Merger Combination Sample Clauses

Non-Equity Merger and Equity Merger Combination. In case the Company, after the date hereof, shall effect a reorganization, shall merge or consolidate with another Person or shall sell, transfer or dispose of all or substantially all of its property, assets or business which would qualify, in part, as an Equity Merger, and, in part, as a Non-Equity Merger (including any Non-Equity Combination Merger) (a "Combination Merger"), then the provisions of Section 4.4(a) shall apply with appropriate adjustments consistent with the intent of the parties hereto; it being the agreement of the parties hereto that the Warrants shall survive such transaction and be exercisable only for Equity and Equity-Linked Securities of the successor or acquiring entity in the manner provided for in respect of an Equity Merger, with an equitable adjustment of the Exercise Price to compensate the Warrant Holders for the Fair Value of that portion of the per share consideration payable to the holders of Common Stock (or Other Securities) in such Combination Merger that is not Equity and Equity-Linked Securities. Upon any Combination Merger, the Warrants shall continue in full force and effect after the consummation of such reorganization, consolidation, merger or transfer, as the case may be. The Company shall not effect any Combination Merger unless prior to the consummation thereof the successor or acquiring entity shall, by written instrument executed and mailed to each registered Warrant Holder at the last address of such Warrant Holder appearing on the books of the Company, (i) assume the obligation to deliver to such Warrant Holder such securities as such Warrant Holder may be entitled to acquire in accordance with the foregoing provisions of this Section 4.4(c), and (ii) agree to be bound by all the terms of the Warrants.
Sample 1
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Related to Non-Equity Merger and Equity Merger Combination

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • CONSOLIDATION, MERGER AND SALES Section 801. Company May Consolidate, Etc.,

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Merger Closing The Merger shall have been consummated.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

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