Sale; Merger; Consolidation. Subject to the prior notification requirements of section 13, upon a transfer or sale of all or substantially all the assets of the Company or, in the case of any consolidation or merger of the Company with another entity (other than a consolidation or merger that does not result in any reclassification or change of the outstanding Common Stock), the transferee, purchaser or entity formed by or surviving a consolidation or merger, as the case may be, shall execute and deliver to Holder a supplemental warrant agreement giving Holder the right during the Exercise Period to receive upon exercise of the Warrants the kind and amount of shares of stock and/or other securities receivable upon such transfer, sale, consolidation or merger, as the case may be, by a holder of the number of shares of Common Stock for which the Warrants would have been exercisable immediately prior to such transfer, sale, consolidation or merger provided that if such transfer, sale, consolidation or merger results in the shareholders of the Company receiving cash or publicly traded securities having a value per share in excess of the Exercise Price, this Agreement shall terminate if not exercised prior to the closing date of such transaction. Such supplemental warrant agreement shall provide for adjustments identical to the adjustments provided in this section 8.
Sale; Merger; Consolidation. In the event the Company (i) consolidates with or merges into any Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, adequate provision shall be made so that any such Person shall assume and agree to perform this Agreement and Section 11 of the Management Agreement in the same manner and to the same extent that the Company would be required to perform such agreements if no such consolidation, merger, transfer or conveyance had taken place. No such consolidation, merger, transfer or conveyance shall relieve the Company of its obligations under this Agreement or Section 11 of the Management Agreement. For the purpose of this Section 3.01, a “Person” shall mean any individual or any corporation, limited liability company, partnership, trust, association, joint venture, firm, governmental authority or other entity of any kind.
Sale; Merger; Consolidation. Upon written notice to the Board of --------------------------- Directors, and subject to the provisions of Section 9.7.2, Xxxxxxxx Sr. may solicit the sale of all of the Partnership Interests or all of the assets or combined business of the Partnership and Petro Operating as a going concern, or the merger, consolidation, combination, exchange or other transaction involving all of the Partnership Interests or all of the combined business and assets of the Partnership and Petro Operating (a "Global Transaction"). No other Partner shall solicit an offer for a Global Transaction without the prior written consent of the Board of Directors.
Sale; Merger; Consolidation. Upon a transfer or sale of all or substantially all the capital stock or assets of the Company or in the case of any consolidation or merger of the Company with another entity (other than a consolidation or merger that does not result in any reclassification or change of the outstanding Common Stock), the transferee, purchaser or entity formed by or surviving a consolidation or merger, as the case may be, shall execute and deliver to Holder a supplemental warrant agreement confirming that Holder shall have the right during the Exercise Period to receive, upon exercise of a Warrant, the kind and amount of shares of stock and/or other securities receivable upon such transfer, sale, consolidation or merger, as the case
Sale; Merger; Consolidation. Upon a transfer or sale of all or substantially all the capital stock or assets of the Company or upon a consolidation or merger of the Company (other than a consolidation or merger that does not result in any reclassification or change of the outstanding Common Stock), the transferee, purchaser or entity formed by or surviving a consolidation or merger, as the case may be, shall execute and deliver to Holder a supplemental warrant agreement confirming that Holder shall have the right during the Exercise Period to receive, upon exercise of the Warrants, the kind and amount of shares of stock and other consideration, if any, receivable upon such transfer, sale, consolidation or merger, as the case may be, by a holder of the number of shares of Common Stock for which such Warrants could have been exercised (without regard to the commencement of the Exercise Period) on a cash or cashless net issuance basis as elected by Holder, immediately prior to such transfer, sale, consolidation or merger. Such supplemental warrant agreement shall provide for adjustments that shall be identical to the adjustments provided in this Section 7.
Sale; Merger; Consolidation. Subject to the notice provisions set forth in section 13, upon a transfer or sale of all or substantially all the capital stock or assets of the Company or in the case of any consolidation or merger of the Company with another entity (other than a consolidation or merger that does not result in any reclassification or change of the outstanding Common Stock), the transferee, purchaser or entity formed by or surviving the consolidation or merger, as the case may be, shall execute and deliver to Holder a supplemental warrant agreement giving Holder the right during the Exercise Period to receive, upon exercise of the Warrants, the kind and amount of shares of stock and/or other securities receivable upon such transfer, sale, consolidation or merger, as the case may be, by a holder of the number of shares of Common Stock
Sale; Merger; Consolidation. In the case of a transfer or sale of all or substantially all the capital stock or assets of the Company or in the case of any consolidation or merger of the Company with another entity (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the transferee, purchaser or entity formed by or surviving a consolidation or merger, as the case may be, shall execute and deliver to Holder a supplemental warrant agreement providing Holder shall have the right during the Exercise Period to receive, upon exercise of a Warrant, the kind and amount of shares of stock and/or other securities receivable upon such transfer, sale, consolidation or merger, as the case may be, by a holder of the number of shares of Common Stock for which such Warrant might have been exercised immediately prior to such transfer, sale, consolidation or merger, as the case may be. Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in this Section 8.
Sale; Merger; Consolidation. In the event that the Change in Control is due to a sale of CMC stock or assets, or a consolidation or merger, then the Executive shall receive a cash payment (valued as of the consummation of the Change in Control) upon the earlier to occur of the Executive's involuntary termination of employment with CMC, or eighteen (18) months following the consummation of the Change in Control.
