Common use of Reorganizations, Mergers or Consolidations Clause in Contracts

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation with or into another corporation or another entity or person (other than a Deemed Liquidation Event or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 4), as a part of such capital reorganization, merger or consolidation, provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of the Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 (including adjustment of the Series A Preferred Conversion Price and Series B Conversion Price then in effect and the number of shares issuable upon conversion of the Preferred Stock), shall be applicable after that event and be as nearly equivalent as practicable.

Appears in 2 contracts

Samples: Share Exchange Agreement (Paylocity Holding Corp), Share Exchange Agreement (Paylocity Holding Corp)

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Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B E Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation with or into another corporation or another entity or person (other than a Deemed Liquidation Event an Acquisition or Asset Transfer or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 45), as a part of such capital reorganization, merger or consolidation, provision shall be made so that the holders of the Series E Preferred Stock shall thereafter be entitled to receive upon conversion of the Series E Preferred Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of the Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 5 with respect to the rights of the holders of the Series E Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 5 (including adjustment of the Series A E Preferred Conversion Price and Series B Stock Conversion Price then in effect and the number of shares issuable upon conversion of the Series E Preferred Stock), ) shall be applicable after that event and be as nearly equivalent as practicable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Imarx Therapeutics Inc), Asset Purchase Agreement (Imarx Therapeutics Inc)

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation Company with or into another corporation or another entity or person (other than a Deemed Liquidation Event an Acquisition or Asset Transfer as defined in Section 4 or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 45), as a part of such capital reorganization, merger or consolidation, provision shall be made so that the holders of the Series Preferred Stock shall thereafter be entitled to receive upon conversion of the Series Preferred Stock the number of shares of stock or other securities or property of the Corporation Company to which a holder of the number of shares of the Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 5 with respect to the rights of the holders of the Series Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 5 (including adjustment of the applicable Series A Preferred Conversion Price and Series B Conversion Price then in effect and the number of shares issuable upon conversion of the Preferred Stock), Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable.

Appears in 1 contract

Samples: Subordination Agreement (Revance Therapeutics, Inc.)

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B C Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation with or into another corporation or another entity or person (other than a Deemed Liquidation Event an Acquisition or Asset Transfer as defined in Section 3(c) or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 4), as a part of such capital reorganization, merger or consolidation, provision shall be made so that the holders of the Series Preferred Stock shall thereafter be entitled to receive upon conversion of the Series Preferred Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of the Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Series Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 (including adjustment of the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series B-1 Preferred Conversion Price and the Series B C Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the Preferred Stock), shall be applicable after that event and be as nearly equivalent as practicable.in

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Oryx Technology Corp)

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation with or into another corporation or another entity or person (other than a Deemed Liquidation Event an Acquisition or Asset Transfer as defined in Section 3(c) or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 4), as a part of such capital reorganization, merger or consolidation, provision shall be made so that the holders of the Series Preferred Stock shall thereafter be entitled to receive upon conversion of the Series Preferred Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of the Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Series Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 (including adjustment of the Series A Preferred Conversion Price and and/or Series B Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the Preferred Stock), respective Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Oryx Technology Corp)

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Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B Original Issue Date, there is a capital reorganization of the Common Stock is converted into other securities or the merger property, whether pursuant to a reorganization, merger, consolidation or consolidation of the Corporation with or into another corporation or another entity or person otherwise (other than a Deemed Liquidation Event or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 45), as a part of such capital reorganization, merger or consolidation, transaction provision shall be made so that the holders of the Series A-6 Preferred Stock shall thereafter be entitled to receive upon conversion of the such Series A-6 Preferred Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the maximum number of shares of the Common Stock deliverable upon conversion would have been entitled on in connection with such capital reorganizationtransaction, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 5 with respect to the rights of the holders of the Series A-6 Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 5 (including adjustment of the Series A Preferred Conversion Price and Series B Conversion Price Prices then in effect and the number of shares issuable upon conversion of the Preferred Stock), Series A-6 Preferred) shall be applicable after that event and be as nearly equivalent as practicable. The Corporation shall not be a party to any reorganization, merger or consolidation in which the Corporation is not the surviving entity unless the entity surviving such transaction assumes, by written instrument satisfactory to the holders of a majority of the Convertible Preferred, all the Corporation’s obligations hereunder.

Appears in 1 contract

Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation Company with or into another corporation or another entity or person (other than a Deemed Liquidation Event an Acquisition or Asset Transfer as defined in Section 3(b) or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 4), as a part of such capital reorganization, merger or consolidation, provision shall be made so that the holders of the Series Preferred Stock shall thereafter be entitled to receive upon conversion of the Series Preferred Stock the number of shares of stock or other securities or property of the Corporation Company to which a holder of the number of shares of the Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Series Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 (including adjustment of the Series A Preferred Conversion Price and Series B Conversion Price then in effect and the number of shares issuable upon conversion of the Preferred Stock), Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aradigm Corp)

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Series B B-1 Original Issue Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation with or into another corporation or another entity or person (other than a Deemed Liquidation Event an Acquisition or Asset Transfer as defined in Section 3(c) or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 4), as a part of such capital reorganization, merger or consolidation, provision shall be made so that the holders of the Series Preferred Stock shall thereafter be entitled to receive upon conversion of the Series Preferred Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of the Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger or consolidation subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Series Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 (including adjustment of the Series A Preferred Conversion Price, the Series B Preferred Conversion Price and the Series B B-1 Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the Preferred Stock), respective Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Oryx Technology Corp)

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