Common use of Reorganization, Consolidation or Merger Clause in Contracts

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or classification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (a) of Section 6.

Appears in 7 contracts

Samples: Common Stock Purchase Warrant (Penn Octane Corp), Common Stock Purchase Warrant (Penn Octane Corp), Common Stock Purchase Warrant (Penn Octane Corp)

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Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event ---------------------------------------------------------- of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or classification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (a) of Section 6.

Appears in 7 contracts

Samples: Common Stock Purchase Warrant (Penn Octane Corp), Common Stock Purchase Warrant (Penn Octane Corp), Rollover and Assignment Agreement (Penn Octane Corp)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than Stock, a change in the par value of the Common StockStock or a transaction subject to Section 7) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that such other corporation shall assume all of the obligations of the Company hereunder and the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale sale, lease, transfer or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale sale, lease or conveyance. Any such provision shall include provisions provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 8 shall similarly apply to successive reclassificationsreclassification, capital reorganizations and changes of shares of Common Stock and to successive changes, consolidations, mergers, sales sales, leases, transfers or conveyances. In the event that in connection with any such capital reorganization reorganization, or classificationreclassification, consolidation, merger, sale sale, lease, transfer or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in as a whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (a) of Section 67(a).

Appears in 2 contracts

Samples: Warrant Agreement (C Me Run Corp), Warrant Agreement (Converse Inc)

Reorganization, Consolidation or Merger. In the event --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 8 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or classification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (a) of Section 66.A hereof.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Penn Octane Corp)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of the Company Common Stock of the Company (other than a subdivision or combination of the outstanding Company Common Stock and other than Stock, a change in the par value of the Company Common StockStock or a transaction subject to Section 6 hereof) or in the event of any consolidation or merger of the Company with or into another corporation (other than the transactions contemplated by the Merger Agreement, a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Company Common Stock of the class issuable upon exercise or exchange of this WarrantWarrant or a transaction subject to Section 6 hereof) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which the holders of Company Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Company Common Stock, then the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that such other corporation shall assume all of the obligations of the Company hereunder and the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale sale, lease, transfer or conveyance by a holder of the number of shares of Company Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale sale, lease or conveyance. Any such provision shall include provisions provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Company Common Stock and to successive changes, consolidations, mergers, sales sales, leases, transfers or conveyancesconveyances of the nature and type described in the first sentence hereof. In the event that in connection with any such capital reorganization or classificationreorganization, reclassification, consolidation, merger, sale sale, lease, transfer or conveyance, additional shares of Company Common Stock shall be issued in exchange, conversion, substitution or payment, in as a whole or in part, for, or of, a security of the Company other than Company Common Stock, any such issue shall be treated as an issue of Company Common Stock covered by the provisions of subsection (a) of Section 66(a).

Appears in 1 contract

Samples: Warrant Agreement (Verso Technologies Inc)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of the Borrower Common Stock of the Company (other than a subdivision or combination of the outstanding Borrower Common Stock and other than Stock, a change in the par value of the Borrower Common StockStock or a transaction subject to Section 6 hereof) or in the event of any consolidation or merger of the Company with or into another corporation (other than the transactions contemplated by the Merger Agreement, a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Borrower Common Stock of the class issuable upon exercise or exchange of this WarrantWarrant or a transaction subject to Section 6 hereof) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which the holders of Borrower Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Borrower Common Stock, then the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that such other corporation shall assume all of the obligations of the Company hereunder and the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale sale, lease, transfer or conveyance by a holder of the number of shares of Borrower Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale sale, lease or conveyance. Any such provision shall include provisions provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Borrower Common Stock and to successive changes, consolidations, mergers, sales sales, leases, transfers or conveyancesconveyances of the nature and type described in the first sentence hereof. In the event that in connection with any such capital reorganization or classificationreorganization, reclassification, consolidation, merger, sale sale, lease, transfer or conveyance, additional shares of Borrower Common Stock shall be issued in exchange, conversion, substitution or payment, in as a whole or in part, for, or of, a security of the Company other than Borrower Common Stock, any such issue shall be treated as an issue of Borrower Common Stock covered by the provisions of subsection (a) of Section 66(a).

Appears in 1 contract

Samples: Bridge Loan and Security Agreement (Eltrax Systems Inc)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, shall cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale sale, lease, transfer or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale sale, lease, transfer or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 3(b) shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales sales, leases, transfers or conveyances. In the event that in connection with any such capital reorganization reorganization, or classificationchange, consolidation, merger, sale sale, lease, transfer or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (aSection 3(a) of Section 6hereof.

Appears in 1 contract

Samples: Reimbursement Agreement (Air South Airlines Inc)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of the Borrower Common Stock of the Company (other than a subdivision or combination of the outstanding Borrower Common Stock and other than Stock, a change in the par value of the Borrower Common StockStock or a transaction subject to Section 6 hereof) or in the event of any consolidation or merger of the Company with or into another corporation (other than the transactions contemplated by the Merger Agreement, a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Borrower Common Stock of the class issuable upon exercise or exchange of this WarrantWarrant or a transaction subject to Section 6 hereof) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which the holders of Borrower Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Borrower Common Stock, then the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that such other corporation shall assume all of the obligations of the Company hereunder and the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale sale, lease, transfer or conveyance by a holder of the number of shares of Borrower Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale sale, lease or conveyance. Any such provision shall include provisions provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Borrower Common Stock and to successive changes, consolidations, mergers, sales sales, leases, transfers or conveyancesconveyances of the nature and type described in the first sentence hereof. In the event that in connection with any such capital reorganization or classificationreorganization, reclassification, consolidation, merger, sale sale, lease, transfer or conveyance, additional shares of Borrower Common Stock shall be issued in exchange, conversion, substitution or payment, in as a whole or in part, for, or of, a security of the Company other than Borrower Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (a) of Section 6.any

Appears in 1 contract

Samples: Bridge Loan and Security Agreement (Eltrax Systems Inc)

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Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company Reorganization Transaction (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entiretyhereinafter defined), the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance Reorganization Transaction by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyanceReorganization Transaction. Any such provision shall include provisions provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 10 shall similarly apply to successive reclassificationsReorganization Transactions. For purposes of this Section 10, "Reorganization Transaction" shall mean (excluding any transaction covered by Section 7) any reclassification, capital reorganizations and changes reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and to successive consolidationsother than a change in the par value of the Common Stock) or 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 that does not result in any reclassification, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or classification, consolidation, merger, sale or conveyance, additional other change of outstanding shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stockclass issuable upon exercise of this Warrant) or any sale, any such issue shall be treated as an issue lease, transfer or conveyance to another corporation of Common Stock covered by all or substantially all of the provisions assets of subsection (a) of Section 6the Company.

Appears in 1 contract

Samples: Warrant Agreement (Convergent Communications Inc /Co)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 8 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or classification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (a) of Section 66.A hereof.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Penn Octane Corp)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- ----------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 6 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or classification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (aSection 5(b) of Section 6hereof.

Appears in 1 contract

Samples: Warrant Agreement (Penn Octane Corp)

Reorganization, Consolidation or Merger. In the --------------------------------------------------------- event of any reclassification, capital reorganization or other change of outstanding shares of the Company Common Stock of the Company (other than a subdivision or combination of the outstanding Company Common Stock and other than Stock, a change in the par value of the Company Common StockStock or a transaction subject to Section 6 hereof) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Company Common Stock of the class issuable upon exercise or exchange of this WarrantWarrant or a transaction subject to Section 6 hereof) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which the holders of Company Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Company Common Stock, then the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that such other corporation shall assume all of the obligations of the Company hereunder and the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale sale, lease, transfer or conveyance by a holder of the number of shares of Company Common Stock that might have been received upon exercise or exchange of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale sale, lease or conveyance. Any such provision shall include provisions provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 7 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Company Common Stock and to successive changes, consolidations, mergers, sales sales, leases, transfers or conveyancesconveyances of the nature and type described in the first sentence hereof. In the event that in connection with any such capital reorganization or classificationreorganization, reclassification, consolidation, merger, sale sale, lease, transfer or conveyance, additional shares of Company Common Stock shall be issued in exchange, conversion, substitution or payment, in as a whole or in part, for, or of, a security of the Company other than Company Common Stock, any such issue shall be treated as an issue of Company Common Stock covered by the provisions of subsection (a) of Section 66(a).

Appears in 1 contract

Samples: Warrant Agreement (Verso Technologies Inc)

Reorganization, Consolidation or Merger. In If at any time or from time to time, the --------------------------------------------------------- event Company shall (a) effect a plan of any reclassificationmerger, capital consolidation, recapitalization or reorganization or other change similar transaction with a corporation (the “Acquiror”) whereby the shareholders of outstanding the Company will exchange their shares of Common Stock the Company for the shares of the parent corporation of the Acquiror, or (b) transfer all or substantially all of its properties or assets to any other person, under any plan or arrangement contemplating the dissolution of the Company (other than a subdivision or combination of which along with any transactions set forth in (a) hereof shall be an “Extraordinary Transaction”), then, in each such case, the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger in which merger the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise or exchange holder of this Warrant) or , on the exercise hereof as provided in Section 2 at any time after the event completion of any saleExtraordinary Transaction shall receive, lease, transfer such Shares or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities Other Securities and property (including cash) receivable upon to which such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might would have been received upon entitled in any Extraordinary Transaction as if such holder had so exercised this Warrant, immediately prior thereto. Upon any Extraordinary Transaction, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the securities, Shares and Other Securities and property receivable on the exercise or exchange of this Warrant immediately prior to such reclassification, capital after the consummation of reorganization, changeconsolidation or merger or the effective date of dissolution following any such transfer, consolidationas the case may be, merger, sale or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock any Extraordinary Transaction and other securities and property that shall be as nearly equivalent as may be practicable binding upon the party or parties to the adjustments provided for Extraordinary Transaction and their successors, including, in this Warrant. The foregoing provisions the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Section 7 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that Warrant as provided in connection with any such capital reorganization or classification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of subsection (a) of Section 6.

Appears in 1 contract

Samples: Employment Agreement (NanoFlex Power Corp)

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