Common use of Reorganization Event Clause in Contracts

Reorganization Event. (i) In case of any Reorganization Event the Company shall, as a condition precedent to the consummation of the transaction constituting, or announced as, such Reorganization Event, cause effective provisions to be made so that the Holder shall have the right immediately thereafter, by exercising this Warrant, to receive the aggregate amount and kind of shares of stock and other securities and property that were receivable upon such Reorganization Event by a holder of the number of shares' of Common Stock that would have been received immediately prior to such Reorganization Event upon exercise of this Warrant. Any such provision shall include 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 Section 8(a). The foregoing provisions of this Section 8(b) shall similarly apply to successive Reorganization Events. (ii) The Company shall, at least twenty days before earliest of (1) the date on which a Reorganization Event occurs or (2) the date on which the Company shall agree to effect a Reorganization Event (PROVIDED that if approval of the shareholders of the Company is required in connection with such Reorganization Event then on the date of such approval and PROVIDED FURTHER that if such Reorganization Event was beyond the control of the Company, and the Company did not have knowledge twenty days before the date of such Reorganization Event, as soon as practicable thereafter), cause to be mailed to the Holder a notice describing in reasonable detail such Reorganization Event and informing the Holder of his or her rights pursuant to Section 8(b)(i) above.

Appears in 3 contracts

Samples: Warrant for the Purchase of Shares of Common Stock (Repligen Corp), Limited Partner Warrant (Repligen Corp), Warrant Agreement (Repligen Corp)

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Reorganization Event. (i) In case of any Reorganization Event the Company shall, as a condition precedent to the consummation of the transaction constituting, or announced as, such Reorganization Event, cause effective provisions to be made so that the Holder shall have the right immediately thereafter, by exercising this Warrant, to receive the aggregate amount and kind of shares of stock and other securities and property that were receivable upon such Reorganization Event by a holder of the number of shares' shares of Common Stock that would have been received immediately prior to such Reorganization Event upon exercise of this Warrant. Any such provision shall include 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 Section 8(a9(a). The foregoing provisions of this Section 8(b9(b) shall similarly apply to successive Reorganization Events. (ii) The Company shall, at least twenty days before earliest of (1) the date on which a Reorganization Event occurs or (2) the date on which the Company shall agree Acceleration Date relating to effect a any Reorganization Event (PROVIDED that if approval of the shareholders of the Company is required in connection with such Reorganization Event then on the date of such approval and PROVIDED FURTHER that or if such Reorganization Event was beyond the control of the Company, and the Company did not have knowledge twenty days before the date of such Reorganization EventAcceleration Date, as soon as practicable thereafter), cause to be mailed to the Holder a notice describing in reasonable detail such Reorganization Event and informing the Holder of his the date that the Exercise Period will (or her rights pursuant to Section 8(b)(idid) abovecommence and that the Holder may exercise this Warrant at any time during the Exercise Period.

Appears in 1 contract

Samples: Warrant Agreement (Cephalon Inc)

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Reorganization Event. (i) In case of any Reorganization Event the Company shall, as a condition precedent to the consummation of the transaction constituting, or announced as, such Reorganization Event, cause effective provisions to be made so that the Holder shall have the right immediately thereafter, by exercising this Warrant, to receive the aggregate amount and kind of shares of stock and other securities and property that were receivable upon such Reorganization Event by a holder of the number of shares' shares of Common Stock that would have been received immediately prior to such Reorganization Event upon exercise of this Warrant. Any such provision shall include 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 Section 8(a). The foregoing provisions of this Section 8(b) shall similarly apply to successive Reorganization Events. (ii) If a Reorganization Event occurs or the Company agrees to effect a Reorganization Event, then the Exercise Period shall commence on the applicable Acceleration Date. The Company shall, at least twenty (20) days before earliest of (1) the date on which a Reorganization Event occurs or (2) the date on which the Company shall agree Acceleration Date relating to effect a any Reorganization Event (PROVIDED that if approval of the shareholders of the Company is required in connection with such Reorganization Event then on the date of such approval and PROVIDED FURTHER that or if such Reorganization Event was beyond the control of the Company, and the Company did not have knowledge twenty (20) days before the date of such Reorganization EventAcceleration Date, as soon as practicable thereafter), cause to be mailed to the Holder a notice describing in reasonable detail such Reorganization Event and informing the Holder of his the date that the Exercise Period will (or her rights pursuant to Section 8(b)(idid) abovecommence and that the Holder may exercise this Warrant at any time during the Exercise Period.

Appears in 1 contract

Samples: Warrant Agreement (Cephalon Inc)

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