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Common use of Substitute Option Clause in Contracts

Substitute Option. In the event that the Company enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or one of its subsidiaries, and the Company will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Grantee or one of its subsidiaries, to merge into the Company and the Company will be the continuing or surviving corporation, but in connection with such merger, the shares of Company Common Stock outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or the shares of Company Common Stock outstanding immediately prior to the consummation of such merger will, after such merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than Grantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Class A Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable, otherwise be adjusted as appropriate.

Appears in 2 contracts

Samples: Stock Option Agreement (Moviefone Inc), Merger Agreement (America Online Inc)

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Substitute Option. a. In the event that prior to the Company enters termination of this Option in accordance with this Agreement, Grantor shall enter into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee or one of its subsidiariesSubsidiaries, and the Company will shall not be the continuing or surviving corporation in of such consolidation or merger, (ii) to permit any Personperson, other than Grantee or one of its subsidiariesSubsidiaries, to merge into the Company Grantor and the Company will Grantor shall be the continuing or surviving corporation, but but, in connection with such merger, the shares then outstanding Shares of Company Class A Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of the Company or any other Person person or cash or any other property, property or the shares then outstanding Shares of Company Class A Common Stock outstanding immediately prior to the consummation of and Class B Common Stock shall after such merger will, after such merger, represent less than 50% of the outstanding voting securities shares and voting share equivalents of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Personperson, other than Grantee or one of its subsidiariesSubsidiaries, then, and in each such case, the agreement governing such transaction will shall make proper provision so that the Option willshall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical which the Grantee reasonably believes to have equivalent value and equivalent terms appropriately adjusted (the "Substitute Option"), at the election of Grantee, to acquire shares of either (x) the number and class Acquiring Corporation (as hereinafter defined) or (y) any person that controls the Acquiring Corporation. For purposes of shares this Agreement, Acquiring Corporation shall mean (i) the continuing or surviving corporation of a consolidation or merger with Grantor (if other securities or property that Grantee would have received in respect of Class A Company Common Stock if the Option had been exercised immediately prior to such consolidationthan Grantor), merger, sale, or transfer, or the record date therefor, as applicable, otherwise be adjusted as appropriate.(ii)

Appears in 1 contract

Samples: Stock Option Agreement (Gemstar International Group LTD)

Substitute Option. (a) In the event that the Company enters prior to an Exercise Termination Event, Issuer shall enter into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee or one of Grantee's Subsidiaries, or engage in a plan of exchange with any person other than Grantee or one of Grantee's Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger or the acquiror in such plan of exchange, (ii) to permit any person, other than Grantee or one of its subsidiaries, and the Company will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Grantee or one of its subsidiariesSubsidiaries, to merge into the Company Issuer or be acquired by Issuer in a plan of exchange and the Company will Issuer shall be the continuing or surviving corporation, but but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of the Company or any other Person person or cash or any other property, property or the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of shall after such merger will, after such merger, or plan of exchange represent less than 50% of the outstanding voting securities shares and voting share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its or any Significant Subsidiary's assets to any Personperson, other than Grantee or one of its subsidiariesSubsidiaries, then, and in each such case, the agreement governing such transaction will shall make proper provision so that the Option willshall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical (the "SUBSTITUTE OPTION"), at the election of the Holder, of either (x) the Acquiring Corporation (as defined below) or (y) any person that controls the Acquiring Corporation. (b) The following terms appropriately adjusted to acquire have the number and class of shares or other securities or property that Grantee would have received in respect of Class A Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable, otherwise be adjusted as appropriate.meanings indicated:

Appears in 1 contract

Samples: Stock Option Agreement (Fifth Third Bancorp)

Substitute Option. (a) In the event that the Company enters prior to an Exercise Termination Event, Issuer shall enter into an agreement (i1) to consolidate with or merge into any Personperson, other than Grantee or one a Grantee Subsidiary, or engage in a plan of its subsidiariesexchange with any person, other than Grantee or a Grantee Subsidiary, and the Company will Issuer shall not be the continuing or surviving corporation in of such consolidation or mergermerger or the acquirer in such plan of exchange, (ii2) to permit any Personperson, other than Grantee or one of its subsidiariesa Grantee Subsidiary, to merge into the Company Issuer or be acquired by Issuer in a plan of exchange and the Company will Issuer shall be the continuing or surviving or acquiring corporation, but but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of the Company or any other Person person or cash or any other property, property or the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of shall after such merger will, after such merger, or plan of exchange represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii3) to sell or otherwise transfer all or substantially all of its or any Issuer Subsidiary's assets and/or deposits, in one transaction or in a series of related transactions, to any Personperson, other than Grantee or one of its subsidiariesa Grantee Subsidiary, then, and in each such case, the agreement governing such transaction will shall make proper provision provision, reasonably satisfactory to the Holder, so that the Option will, shall upon the consummation of any such transaction (to the extent not previously exercised) and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical (the "Substitute Option"), at the election of the Holder, of either (x) the Acquiring Corporation (as defined in Section 8(b)(1)) or (y) any person that controls the Acquiring Corporation. (b) The following terms appropriately adjusted to acquire have the number and class of shares or other securities or property that Grantee would have received in respect of Class A Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable, otherwise be adjusted as appropriate.meanings indicated:

Appears in 1 contract

Samples: Stock Option Agreement (Southtrust Corp)

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Substitute Option. (a) In the event that the Company enters prior to an Exercise ----------------- Termination Event, Issuer shall enter into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee or one of Grantee's Subsidiaries, or engage in a plan of exchange with any person other than Grantee or one of Grantee's Subsidiaries, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger or the acquiror in such plan of exchange, (ii) to permit any person, other than Grantee or one of its subsidiaries, and the Company will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Grantee or one of its subsidiariesSubsidiaries, to merge into the Company Issuer or be acquired by Issuer in a plan of exchange and the Company will Issuer shall be the continuing or surviving corporation, but but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of the Company or any other Person person or cash or any other property, property or the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of shall after such merger will, after such merger, or plan of exchange represent less than 50% of the outstanding voting securities shares and voting share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its or any Significant Subsidiary's assets to any Personperson, other than Grantee or one of its subsidiariesSubsidiaries, then, and in each such case, the agreement governing such transaction will shall make proper provision so that the Option willshall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical (the "Substitute Option"), at the election ----------------- of the Holder, of either (x) the Acquiring Corporation (as defined below) or (y) any person that controls the Acquiring Corporation. (b) The following terms appropriately adjusted to acquire have the number and class of shares or other securities or property that Grantee would have received in respect of Class A Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable, otherwise be adjusted as appropriate.meanings indicated:

Appears in 1 contract

Samples: Stock Option Agreement (CNB Bancshares Inc)

Substitute Option. (a) In the event that the Company enters prior to an Exercise Termination Event, Issuer shall enter into an agreement (i1) to consolidate with or merge into any Personperson, other than Grantee or one a Subsidiary (as defined in the Merger Agreement) of its subsidiariesGrantee ("Grantee Subsidiary"), or engage in a plan of exchange with any person, other than Grantee or a Grantee Subsidiary and the Company will Issuer shall not be the continuing or surviving corporation in of such consolidation or mergermerger or the acquirer in such plan of exchange, (ii2) to permit any Personperson, other than Grantee or one of its subsidiariesa Grantee Subsidiary, to merge into the Company Issuer or be acquired by Issuer in a plan of exchange and the Company will Issuer shall be the continuing or surviving or acquiring corporation, but but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of such merger will shall be changed into or exchanged for stock or other securities of the Company or any other Person person or cash or any other property, property or the then outstanding shares of Company Common Stock outstanding immediately prior to the consummation of shall after such merger will, after such merger, or plan of exchange represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii3) to sell or otherwise transfer all or substantially all of its assets or any Issuer Subsidiary's assets, in one transaction or in a series of related transactions, to any Personperson, other than Grantee or one of its subsidiariesa Grantee Subsidiary, then, and in each such case, the agreement governing such transaction will shall make proper provision so that the Option willshall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical (the "SUBSTITUTE OPTION"), at the election of EXHIBIT A the Holder, of either (x) the Acquiring Corporation (as hereinafter defined) or (y) any person that controls the Acquiring Corporation. (b) The following terms appropriately adjusted to acquire have the number and class of shares or other securities or property that Grantee would have received in respect of Class A Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable, otherwise be adjusted as appropriate.meanings indicated:

Appears in 1 contract

Samples: Merger Agreement (Trigon Healthcare Inc)

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