Reorganization or Merger. (1) For the purposes of this Section 2, a liquidation, dissolution or winding up of the corporation shall be deemed to include (i) the acquisition of the corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any sale of capital stock, reorganization, recapitalization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the corporation) unless the Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue or securities issued as consideration for the corporation's acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity or (y) a sale of all or substantially all of the assets of the corporation. No stockholder of the corporation shall enter into any transaction or series of related transactions described above unless the terms of such transaction or transactions provide that the consideration to be paid to the stockholders of the corporation is to be allocated in accordance with the preferences and priorities set forth in this Section 2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fs Equity Partners Iii Lp), Agreement and Plan of Merger (Blum Capital Partners Lp), Agreement and Plan of Merger (Koll Donald M)
