Common use of Reclassification, Reorganization, Consolidation, Merger and Other Changes Clause in Contracts

Reclassification, Reorganization, Consolidation, Merger and Other Changes. In case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 8(a) above), or consolidation or merger of the Company with or into another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reclassification, reorganization, change, consolidation, merger or sale, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, change, consolidation, merger or sale by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger or sale. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

Appears in 5 contracts

Samples: ProUroCare Medical Inc., ProUroCare Medical Inc., ProUroCare Medical Inc.

AutoNDA by SimpleDocs

Reclassification, Reorganization, Consolidation, Merger and Other Changes. In case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 8(a) above), or consolidation or merger of the Company with or into another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company’s 's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reclassification, reorganization, change, consolidation, merger or sale, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, change, consolidation, merger or sale by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, change, consolidation, merger or sale. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

Appears in 2 contracts

Samples: ProUroCare Medical Inc., ProUroCare Medical Inc.

Reclassification, Reorganization, Consolidation, Merger and Other Changes. In case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 8(a4(a)(i) above), or consolidation or merger of the Company with or into another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reclassification, reorganization, change, consolidation, merger or sale, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the HolderRegistered Holder of a Warrant, so that the Registered Holder shall have the right at any time prior to the expiration of this a Warrant to purchase, at a total price equal to that payable upon the exercise of this a Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, change, consolidation, merger or sale by a holder of the same number of shares of Common Stock as were purchasable by the Registered Holder immediately prior to such reclassification, reorganization, change, consolidation, merger or sale. In any such case appropriate provisions shall be made with respect to the rights and interest of the Registered Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

Appears in 1 contract

Samples: Warrant Agreement (ProUroCare Medical Inc.)

Reclassification, Reorganization, Consolidation, Merger and Other Changes. In case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 8(a4(a)(i) above), or consolidation or merger of the Company with or into another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reclassification, reorganization, change, consolidation, merger or sale, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the HolderRegistered Holder of a Unit, so that the Registered Holder shall have the right right, at any time prior to the expiration separation of this Warrant the securities underlying the Unit, to purchase, at a total price equal to that payable obtain upon the exercise of this Warrantsuch separation, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, change, consolidation, merger or sale by a holder of the same number of shares of Common Stock as were purchasable underlying such Unit held by the Registered Holder immediately prior to such reclassification, reorganization, change, consolidation, merger or sale. In any such case appropriate provisions shall be made with respect to the rights and interest of the Registered Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the samesuch separation.

Appears in 1 contract

Samples: Unit Agreement (ProUroCare Medical Inc.)

AutoNDA by SimpleDocs

Reclassification, Reorganization, Consolidation, Merger and Other Changes. In case of any reclassification, capital reorganization or change in the Common Stock common stock of the Company (other than as a result of a subdivision, combination, or stock equity dividend provided for in Section 8(a2(c)(i) above), or consolidation or merger of the Company with or into another corporationcompany, or the sale of all or substantially all of its assets to another corporation company shall be effected in such a way that holders of the Company’s Common Stock common stock shall be entitled to receive stockequity interests, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reclassification, reorganization, change, consolidation, merger or sale, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the HolderLender, so that the Holder Lender shall have the right at any time prior to the expiration of this Warrant Maturity Date to purchase, at a total price equal to that payable receive upon the exercise of this Warrantthe Option, the kind and amount of shares of stock equity interest and other securities and property receivable in connection with such reclassification, reorganization, change, consolidation, merger or sale by that a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior common stock would be entitled to receive in such reclassification, reorganization, change, consolidation, merger or sale. In any such case case, appropriate provisions shall be made with respect to the rights and interest of the Holder Lender so that the provisions hereof shall thereafter be applicable with respect to any shares of stock equity interests or other securities and property deliverable upon exercise hereofincluding adjustment of the Exercise Price. Moreover, and appropriate adjustments the Company shall be made not effect any such consolidation, merger or sale unless prior to the purchase price per share payable hereunder, provided consummation thereof the aggregate purchase price successor company (if other than the Company) resulting from such consolidation or merger or the company purchasing such assets shall remain assume by written instrument executed and mailed to the same.Lender at the last address of the Lender appearing on the books of the Company the obligations of the Company under this Agreement;

Appears in 1 contract

Samples: Loan and Option Agreement (Bekem Metals Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.