Merger Sale means the consolidation, merger, or other reorganization of the Company, other than: (i) a consolidation, merger or reorganization of the Company in which holders of common stock of the Company immediately prior to the earlier of: (A) the Board of Director’s approval of such consolidation, merger or other reorganization; or (B) the date of the stockholders meeting in which such consolidation, merger or other reorganization is approved, continue to hold more than eighty percent (80%) of the outstanding voting securities of the surviving entity immediately after the consolidation, merger, or other reorganization; and (ii) a consolidation, merger or other reorganization which is effected pursuant to the terms of a Merger Sale Agreement which provides that the consolidation, merger or other reorganization contemplated by the Merger Sale Agreement will not constitute a Change in Control for purposes of this Agreement.
Merger Sale means the consolidation, merger, or other reorganization of the Company, other than: (a) a consolidation, merger or reorganization of the Company in which holders of Common Stock immediately prior to the earlier of: (i) the Board of Director's approval of such consolidation, merger or other reorganization; or (ii) the date of the stockholders meeting in which such consolidation, merger or other reorganization is approved, continue to hold more than eighty percent (80%) of the outstanding voting securities of the surviving entity immediately after the consolidation, merger, or other reorganization; and (b) a consolidation, merger or other reorganization which is effected pursuant to the terms of a Merger Sale Agreement which provides that the consolidation, merger or other reorganization contemplated by the Merger Sale Agreement will not constitute a Change in Control for purposes of this Agreement.
Merger Sale means either: (i) any consolidation, sale of shares, merger, or other reorganization of the Company, through one transaction or a series of related transactions which has or have been approved by the Board, as a result of which, the person or group of persons (within the meaning of Section 13(d) of the Act other than the Company, an Affiliate of the Company, an employee benefit plan sponsored by the Company or any of its Affiliates) with whom such transaction or series of related transactions has or have been consummated, becomes the "beneficial owner" (as defined in Section 13(d) of the Act) of fifty percent (50%) or more of the outstanding voting common stock of the Company or (ii)(A) any consolidation, sale of shares, merger, or other reorganization of the Company, through one transaction or a series of related transactions which has or have been approved by the Board , as a result of which, the person or group of persons (within the meaning of Section 13(d) of the Act (other than the Company, an Affiliate of the Company, an employee benefit plan sponsored by the Company or any of its Affiliates)) with whom such transaction or series of related transactions has or have been consummated, becomes the "beneficial owner" (as defined in Section 13(d) of the Act) of less than fifty percent (50%) of the outstanding voting common stock of the Company; but only if (B) the Board, in its approval of such transaction or series of related transactions, has expressly provided that the consummation of such transaction or series of related transactions constitutes a Change in Control for purposes of this Agreement.
Examples of Merger Sale in a sentence
Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc.
The Conversion Price Per Share, the number of Conversion Shares, and the number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 1.2, shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:2.2.1 Merger, Sale of Assets.
Reorganization, Reclassification, Merger, Sale of All Assets, etc.
Adjustments for Consolidation, Merger, Sale of Assets, ------------------------------------------------------ Reorganization, etc.
Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc.
Preservation of Conversion Rights Upon Consolidation, Merger, Sale or Conveyance.
Preservation of Conversion Rights upon Consolidation, Merger, Sale or Conveyance.
Subject to Article XI (Consolidation, Merger, Sale, Conveyance and Lease), the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.
Preservation of Conversion Rights upon Consolidation, Merger, Sale or Similar Event.
Corporate Existence of the Company; Consolidation, Merger, Sale or Transfer.........
More Definitions of Merger Sale
Merger Sale means (i) a sale of all or substantially all of the assets of the Company, or a sale (including an exchange) of all or substantially all of the shares of the Company, to any person, or a purchase by a shareholder of the Company or by an Affiliate of such shareholder, of all the shares of the Company held by all or substantially all other shareholders or by other shareholders who are not Affiliated with such acquiring party; (ii) a merger (including, a reverse merger and a reverse triangular merger), consolidation, amalgamation or like transaction of the Company with or into another corporation; (iii) a scheme of arrangement for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction; (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, (v) Change in Board Event, (vi) a change in Company’s controlling shareholders (for this purpose the term ‘controlling shareholder’ shall have the meaning ascribed to that term under Section 268 of the Companies Law); (vii) going private or (viii) such other transaction or set of circumstances that is determined by the Board, in its discretion, to be a transaction subject to the provisions of Section 14.2 excluding any of the foregoing transactions in clauses (i) through (vii) if the Board determines that such transaction should be excluded from the definition hereof and the applicability of Section 14.2. Notwithstanding the foregoing, if a Merger/Sale constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i) (vi) with respect to such Award (or portion thereof) shall only constitute a Merger/Sale for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
Merger Sale means either: (i) any consolidation, sale of shares, merger, or other reorganization of the Company, through one transaction or a series of related transactions which has or have been approved by the Board, as a result of which, the person or group of persons (within the meaning of Section 13(d) of the Act other than the Company, an Affiliate of the Company, an employee benefit plan sponsored by the Company or any of its Affiliates) with whom such transaction or series of
Merger Sale means the consummation of (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of 50% or more of the outstanding voting power of the Company; provided, that the holders of record of the Company's outstanding shares immediately before such reorganization, merger or consolidation do not, immediately after such reorganization, merger or consolidation, hold (by virtue of securities issued as consideration in such transaction or otherwise) a majority of the voting power of the surviving company of such reorganization, merger or consolidation; or (ii) the sale, transfer or other disposition of all or substantially all of the Company's assets. For the avoidance of doubt, the exercisability of the Series D Warrant and this Warrant shall be mutually exclusive.
Merger Sale means: (a) a sale of all or substantially all of the assets of the Company, (b) a sale (including an exchange) of all of the shares of capital stock of the Company, (c) the merger, consolidation, amalgamation or like transaction of the Company with or into another corporation, or (d) a scheme of arrangement for the purpose of effecting such sale, merger or amalgamation. This Option shall cease to vest upon Optionee no longer being an employee of the Company. Optionee shall in no event be entitled under this Option to purchase a number of shares of the Company’s Common Stock greater than the “Total Option Shares.” VeriSign, Inc. Nonqualified Stock Option Agreement
Merger Sale means each of the following events: (i) a sale of all or substantially all of the assets of the Company; or (ii) a sale (including an exchange) of all or substantially all of the shares of the Company; (iii) a merger, consolidation, amalgamation or like transaction of the Company with or into another corporation; (iv) a scheme or arrangement for the purpose of effecting such sale, merger or amalgamation; or (v) such other transaction that is determined by the Board to be a transaction having a similar effect.
Merger Sale means the consolidation, merger, or other reorganization of the Company, other than any such consolidation, merger or reorganization of the Company in which holders of Common Stock immediately prior to the earlier of: