Terms of the Reorganization Sample Clauses

Terms of the Reorganization. ............................ 9 The Reorganization........................................ 9
Sample 1
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Terms of the Reorganization. 3 ----------- 2.1 The Closing.............................................................................3 2.2 Acquisition.............................................................................4 2.3 Outstanding Options of Target Companies.................................................4 2.4 Effective Time of the Acquisition.......................................................4 2.5 Exchange of Ownership Interests.........................................................4 2.6 [Composition of Danzer's Board of Directors.............................................4 2.7 Executive Management Team of Xxxxxx.....................................................5 2.8 Executive Officers and Board of Directors of each Xxxxxx Subsidiary.....................5 2.9
Sample 1Sample 2
Terms of the Reorganization. If a Reorganization Notice is delivered, the acquisition of Net shall be accomplished either as an acquisition of Net as a wholly-owned subsidiary of Sensar or through a merger of Net with and into Sensar, in accordance with the representations, covenants, and conditions set forth in this Agreement. All of the issued and outstanding shares, and rights to acquire shares, of Net shall be cancelled as of the effective time of the merger and Sensar shall issue an aggregate of 8,000,000 shares of Sensar common stock to the former holders of Net Stock, including the holders, other than Sensar, of any rights to acquire Net Stock, pro rata, as each holder's rights may be determined by the board of directors of Net; provided that in addition to such 8,000,000 shares, options or a plan to issue options existing as of the Closing to acquire Net Stock will be assumed as options to acquire a maximum of 5,500,000 shares of Sensar Common Stock. If the amount received by Sensar with respect to the short term notes receivable reflected on the financial statements of Sensar as of September 30, 1999 on or before the date that is 60 days subsequent to the due date of such receivables, when added to the net cash held by Sensar at the Closing is less than $4.5 million, the number of shares of Sensar stock to be delivered to the former holders of Net stock shall be increased, in the aggregate, by the number of shares calculated in accordance with the following formula: [$4.45 million - (net cash + amount received with respect to the short-term receivables on or before sixty days subsequent to the due date)] by 4 = number of shares. For purposes of this calculation "net cash" shall mean the cash held by Sensar as of the Closing plus the amount due from Net for amounts advanced by Sensar under the Funding (including accrued interest) less the liabilities of Sensar as of the Closing, excluding any liability for which Sensar is indemnified by Howard S. Landa under the provisions xx Xxxxxxx 0.00 and to the extent then included, any deferred gain reflected as a liability on the balance sheet of Sensar.
Sample 1
Terms of the Reorganization. Section 2.05 of the Acquisition Agreement is hereby amended to give effect to the forward split of the issued and outstanding Sensar common stock by doubling the share amounts of the Sensar common stock so that "8,000,000" is replaced with "16,000,000" and "5,500,000" is replaced with "11,000,000." In addition, the number "4" contained in the formula calculating the number of additional shares to be issued under certain circumstances is replaced by the number "2."
Sample 1
Terms of the Reorganization. The consideration for the reorganization as contemplated herein and the acquisition of PHS as a wholly-owned subsidiary of CTI, subject to all of the terms, covenants, and conditions set forth in this Agreement, shall be the issuance to the Shareholders of 75,000 shares of restricted CTI Common Stock. The shares of CTI Common Stock will be delivered to the Shareholders, pro rata in proportion to the shares of PHS currently held by each as set forth on Exhibit "A" to this Agreement.
Sample 1
Terms of the Reorganization. The parties have also agreed to a stock distribution to all shareholders and option holders of Net2Wireless of .074074 shares for each share previously outstanding. In order to accommodate this distribution, Section 2.05 of the Acquisition Agreement, as previously amended by the terms of the First Amendment dated January 4, 2000, is hereby amended to increase the aggregate shares of Sensar common stock to be issued to the holders of Net Stock and rights to acquire Net Stock (other than as set forth below) from 16,000,000 to 17,185,185. In addition, Sensar shall assume the obligations under the option held by Partner Communications Company, Ltd., and options issued by Net2Wireless to employees, officers, directors, and consultants, which shall be increased from a maximum of 11,000,000 shares to a maximum of 11,814,815 shares. Finally, Sensar shall issue shares of Sensar common stock in addition to those set forth above, equal to the number of shares sold in the Series A Placement, as such shares may subsequently be adjusted under the governing terms of that placement.
Sample 1
Terms of the Reorganization. ATC shall issue to the Shareholders 1,100,000 shares of ATC Common Stock in exchange for all 3,928,571 shares of NDSCo Stock issued, outstanding and held by the Shareholders.
Sample 1
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Terms of the Reorganization. The consideration for the reorganization as contemplated herein and the acquisition of Solutions as a wholly-owned subsidiary of CTI, subject to all of the terms, covenants, and conditions set forth in this Agreement, shall be exchange of 250,000 shares of restricted common stock of CTI for all of the issued and outstanding shares of Solutions.
Sample 1
Terms of the Reorganization 
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Related to Terms of the Reorganization

  • The Reorganization (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time.

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 24, 2014, between American and MainStreet (the “Agreement”), at the Effective Date (as defined herein), MainStreet shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of MainStreet thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger shall become effective on such date and time as may be determined in accordance with Section 1.2 of the Agreement (the “Effective Date”).

  • Share Reorganization If and whenever the Company shall:

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Terms of the Transaction 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2

  • Corporate Reorganization (a) Without limiting any of the provisions hereof, if any: (i) capital reorganization; (ii) reclassification of the capital stock of the Company; (iii) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization; (iv) sale, lease, license, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; (v) sale of shares of capital stock of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the voting securities of or economic interests in the Company; or (vi) the acquisition by any “person” (together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the corporation (each of (i)-(vi) above a “Corporate Reorganization”) shall be effected, then the Company shall use its commercially reasonable best efforts to ensure that lawful and adequate provision shall be made whereby each Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Shares issuable upon exercise of the Warrants held by such Holder, shares of stock in the surviving or acquiring entity (“Acquirer”), as the case may be, such that the aggregate value of the Holder’s warrants to purchase such number of shares, where the value of each new warrant to purchase one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix 2 hereto, is at least equivalent to the aggregate value of the Warrants held by such Holder immediately prior to such Corporate Reorganization, where the value of each Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix 3 hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as the Warrant, and shall have a strike price, KAcq, that is calculated in accordance with Appendix 2 hereto. For the avoidance of doubt, if the surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Article 1.6 and Appendix 2 hereto.

  • Terms of the Exchange The Exchange shall be consummated on the ------------------------ following terms and conditions:

  • Recapitalization/Reorganization (a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Capital Reorganization If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

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