Post Merger. After the consummation of the Merger the Company will, from time to time, contribute sufficient shares to the Trust to insure that the Trust owns at least 51% both as to value and voting of the Company’s total equity on a fully-diluted basis; provided, that the provisions of this clause 6 shall no longer be applicable in the event that the Trust’s ownership of the Company’s total equity on a fully-diluted basis at any time drops below 51% as a result of any of the following events: (i) an equity offering subject to Article IV of the Investor Rights Agreement, dated as of the date hereof (the “Investor Rights Agreement”), by and among the Company, EGI-TRB, L.L.C. and the ESOP (A) in which the ESOP fails to purchase its pro rata share of the offered securities notwithstanding the Company having made available to the ESOP for the purchase of such securities “Additional Financing” (as defined in Section 4.4 of the Investor Rights Agreement), (ii) a Qualified Public Offering (as defined in the Investor Rights Agreement) or (iii) a Sale of the Company (as defined in the Investor Rights Agreement). For purposes of this Agreement, the Company’s total equity on a fully diluted basis shall mean all equity of the Company whether evidenced by issued and outstanding shares of capital stock, shares of capital stock issuable under options, warrants or convertible securities or equity value in the Company evidenced by stock appreciate rights, shares of phantom stock or other similar instruments.
Post Merger. Common Stock (Section 1.2(a))....................................2 Predecessor (Section 2.2(u)(ii))............................................24
Post Merger. (i) After the Merger, the Surviving Corporation shall take such steps as are necessary and proper to maintain compliance with the applicable Statues and rules concerning the filling of certified financial statements so as to maintain the Surviving Corporations status as a Reporting Company.
Post Merger. It is the current intention of Bay View to operate New FMAC as a wholly owned subsidiary of Bay View Bank, with a Board of Directors and Credit Committee of such Board that would include persons who are currently officers or directors of FMAC. 5.19
Post Merger. After the closing of the Merger, as used in the Transaction Documents (i) the term “Company” shall refer to the Company and La Jolla collectively, (ii) the term “Subsidiaries” shall refer to the Company’s and La Jolla’s Subsidiaries collectively, (iii) the term “Notes” shall include the Notes (as may be amended and/or restated) and any promissory notes, debentures, bonds or other debt instruments issued by La Jolla to the holders of Notes in substitution for the Notes being issued hereunder, (iv) the term “Common Stock” shall refer to La Jolla Common Stock, and (v) the term “Collateral” shall include all assets of La Jolla and its subsidiaries in addition to all the assets of the Company immediately preceding the Merger. Any other terms which by their context are intended to relate to La Jolla in lieu of the Company following the Merger shall be so construed as appropriate.
Post Merger. At and after the time of the step contemplated in subsection 2.1(a), and by virtue of the merger:
Post Merger. If the Triggering Termination occurs on or after the date of the Merger and is for any reason other than Merriman's death or Disability, Merriman shall be entitled to the following:
Post Merger. If it shall be determined that any Payment(s) in connection with a Change in Control which occurs on or after the Closing Date (including the payment described in Section 4.B. and payments received in connection with the Merger) would be subject to the Excise Tax, Merriman shall not be entitled to an Excise Tax Gross-Up Payment as dxxxxxxxx in Section 20.A., and instead the Payments otherwise payable to Merriman shall be reduced to the minimum extent necessary (but in no xxxxx xx less than zero) so that no portion of the Payments, after such reduction, would be subject to the Excise Tax.
