Common use of Replacement of Shares upon Reorganization, etc Clause in Contracts

Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (other than a change covered by paragraphs (a) or (b) hereof or that solely affects the par value of such Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant Holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Shares covered by paragraphs (a) or (b), then such adjustment shall be made pursuant to paragraphs (a), (b), (c) and then this paragraph (d). The provisions of this Subparagraph (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 3 contracts

Samples: Warrant Agreement (Marathon Acquisition Corp.), Warrant Agreement (Marathon Acquisition Corp.), Warrant Agreement (Global Ship Lease, Inc.)

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Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (other than a change covered by paragraphs (ab) or (bc) hereof or that solely affects the par value of such Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant Holder holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Shares covered by paragraphs (ab) or (bc), then such adjustment shall be made pursuant to paragraphs (a), (b), (c), (d) and then this paragraph (de). The provisions of this Subparagraph (de) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 2 contracts

Samples: Warrant Agreement (Platform Acquisition Corp. International), Warrant Agreement (Healthcare Acquisition Partners Corp.)

Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (other than a change covered by paragraphs (a) or (b) hereof or that solely affects the par value of such Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant Holder holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Shares covered by paragraphs (a) or (b), then such adjustment shall be made pursuant to paragraphs (a), (b), (c) and then this paragraph (d). The provisions of this Subparagraph (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 2 contracts

Samples: Warrant Agreement (Global Logistics Acquisition CORP), Warrant Agreement (TAC Acquisition Corp.)

Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Common Shares (other than a change covered by paragraphs (a) or (b) hereof or that solely affects the par value of such Class A Common Shares), or in the case of any merger or consolidation of the Company Corporation with or into another corporation (other than a consolidation or merger in which the Company Corporation is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Class A Common Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company Corporation as an entirety or substantially as an entirety in connection with which the Company Corporation is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A Common Shares of the Company Corporation immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant Holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Class A Common Shares covered by paragraphs (a) or (b), then such adjustment shall be made pursuant to paragraphs (a), (b), (c) and then this paragraph (d). The provisions of this Subparagraph (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marathon Acquisition Corp.)

Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (shares of Common Stock other than a change covered by paragraphs (a) or (b) Section 6.1.1 hereof or that which solely affects the par value of such Shares)shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that which does not result in any reclassification or reorganization of the outstanding Sharesshares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the Shares right of the Company immediately theretofore purchasable and receivable exercise of this Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, that by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant Holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Shares covered by paragraphs (a) or (b), then such adjustment shall be made pursuant to paragraphs (a), (b), (c) and then this paragraph (d). The provisions of this Subparagraph (d) Section 6.1. shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 1 contract

Samples: Warrant Agreement (Video Network Communications Inc)

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Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (shares of Common Stock other than a change covered by paragraphs (a) or (b) Section 6.1.1 hereof or that which solely affects the par value of such Shares)shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that which does not result in any reclassification or reorganization of the outstanding Sharesshares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders Holder of this Purchase Option shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the Shares right of the Company immediately theretofore purchasable and receivable exercise of this Purchase Option) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, that by a Holder of the Warrant Holder would have received if such Warrant holder had exercised his, her or its Warrant(s) number of Shares issuable upon exercise of this Purchase Option immediately prior to such event; and if any reclassification also results in a change in Shares shares of Common Stock covered by paragraphs (a) or (b)Section 6.1.1, then such adjustment shall be made pursuant to paragraphs (a)Sections 6.1.1, (b), (c) 6.1.3 and then this paragraph (d). The provisions of this Subparagraph (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfersSection 6.

Appears in 1 contract

Samples: Purchase Option Agreement (Gigabeam Corp)

Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares (shares of Common Stock other than a change covered by paragraphs (a) or (b) Section 6.1.1 hereof or that which solely affects the par value of such Shares)shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that which does not result in any reclassification or reorganization of the outstanding Sharesshares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant holders shall thereafter have the right to purchase and receive, upon thereafter (until the basis and upon the terms and conditions specified in the Warrants and in lieu expiration of the Shares right of the Company immediately theretofore purchasable and receivable exercise of this Warrant) to receive upon the exercise of hereof, for the rights represented therebysame aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, that by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant Holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Shares covered by paragraphs (a) or (b), then such adjustment shall be made pursuant to paragraphs (a), (b), (c) and then this paragraph (d). The provisions of this Subparagraph (d) Section 6.1 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Appears in 1 contract

Samples: Warrant Agreement (Avitar Inc /De/)

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