Common use of Reclassification, Reorganization or Merger Clause in Contracts

Reclassification, Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety (collectively such actions being hereinafter referred to as “Reorganizations”), the Company shall, as a condition precedent to such Reorganization transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to receive in lieu of the amount of securities otherwise deliverable, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant and the Warrants included in the Shares immediately prior to such Reorganization. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 shall similarly apply to successive Reorganizations.

Appears in 6 contracts

Samples: Cleartronic, Inc., Cleartronic, Inc., Cleartronic, Inc.

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Reclassification, Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety (collectively such actions being hereinafter referred to as “Reorganizations”), the Company shall, as a condition precedent to such Reorganization transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to receive in lieu of the amount of securities otherwise deliverable, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant and the Warrants included in the Shares immediately prior to such Reorganization. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 shall similarly apply to successive Reorganizations.

Appears in 2 contracts

Samples: Statmon Technologies Corp, Statmon Technologies Corp

Reclassification, Reorganization or Merger. In case If any recapitalization, reclassification or reorganization of any reclassification, the share capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with another corporation, or into another corporation the sale of all or substantially all of its shares and/or assets or other transaction (including, without limitation, a sale of substantially all of its assets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other than assets or property (a merger with “Change”), then, as a subsidiary in which merger condition of such Change, adequate provisions shall be made by the Company is whereby the continuing corporation Holder hereof shall thereafter have the right to purchase and which does not result receive (in any reclassification, capital reorganization or other change lieu of outstanding shares of the Common Stock of the class issuable Company immediately theretofore purchasable and receivable upon the exercise of this Warrantthe rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in case exchange for the number of any sale, lease or conveyance outstanding Common Stock which such Holder would have been entitled to another corporation of the property of the Company as an entirety (collectively receive had such actions being hereinafter referred to as “Reorganizations”), the Company shall, as a condition precedent to such Reorganization transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising exercised this Warrant at any time immediately prior to the expiration consummation of the Warrant, such Change. The Company or its successor shall promptly issue to receive in lieu of the amount of Holder a new Warrant for such new securities otherwise deliverable, the kind and amount of shares of stock and or other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this property. The new Warrant and the Warrants included in the Shares immediately prior to such Reorganization. Any such provision shall include provision provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the adjustments provided for in this Section 8 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The foregoing provisions of this Section 9 8 shall similarly apply to successive ReorganizationsChanges.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Telanetix,Inc), Telanetix,Inc

Reclassification, Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing or surviving corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of all or substantially all of the property assets of the Company as an entirety (collectively such actions being hereinafter referred to as “Reorganizations”)Company, the Company shall, as a condition precedent to such Reorganization transaction, cause effective provisions to be made so that (i) the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to receive in lieu of the amount of securities otherwise deliverable, purchase the kind and amount of shares of stock and other securities and property receivable upon such Reorganization reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might could have been purchased upon exercise of this Warrant and the Warrants included in the Shares immediately prior to such Reorganization. Any such provision reclassification, change, consolidation, merger, sale or conveyance, and (ii) the successor or acquiring entity shall include provision for adjustments which shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be as nearly equivalent as may be practicable to performed and observed by the adjustments provided for in this WarrantCompany and all obligations and liabilities hereunder. The foregoing provisions of this Section 9 7 shall similarly apply to successive Reorganizationsreclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances.

Appears in 2 contracts

Samples: Power Efficiency Corp, Power Efficiency Corp

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Reclassification, Reorganization or Merger. In case of any ------------------------------------------ reclassification, capital reorganization or other change of outstanding shares of Common Stock of the CompanyCompany (other than a change in par value, or as a result of an issuance of Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease sale or conveyance to another corporation of the property of the Company as an entirety (collectively such actions being hereinafter referred to or substantially as “Reorganizations”)an entirety, the Company shall, as a condition precedent to such Reorganization transaction, shall cause effective provisions provision to be made so that the Holder shall have the right thereafter thereafter, by exercising this Warrant at any time prior to the expiration of the Warrant, to receive in lieu of the amount of securities otherwise deliverable, purchase the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of reclassification, capital reorganization or other change, consolidation, sale or conveyance as the number of shares of Common Stock which might Holder would have been purchased upon exercise of received had this Warrant and the Warrants included in the Shares been exercised immediately prior to such Reorganizationevent. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 12 shall similarly apply to successive Reorganizationsreclassifications, capital reorganizations and changes of shares of Stock. In the event of a merger (where the Company is not the surviving entity), consolidation or other sale or conveyance (in all such cases where the consideration to be received by the holders of the Stock of the Company consists solely of cash or securities registered under the Securities Act of 1933, as amended, the "Act") and if requested by the Company, the Holder shall agree to exercise this Warrant immediately prior to such event, or otherwise the expiration date shall be accelerated to the day preceding the effective date of the merger, consolidation or other sale or conveyance.

Appears in 1 contract

Samples: Convertible Loan Commitment Agreement (Aastrom Biosciences Inc)

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