Mixed Organic Change definition

Mixed Organic Change means an Organic Change where the consideration payable to stockholders of the Company consists partially of cash and partially of securities of a successor entity. If the successor entity is a Publicly Traded Successor Entity, the percentage of consideration represented by securities of such successor entity shall be equal to the quotient of (x) the product of the aggregate anticipated number of shares of the Publicly Traded Successor Entity to be issued (based on the Trading Day preceding the first public announcement of the Mixed Organic Change) to holders of the Common Stock of the Company multiplied by the closing market price for such shares of the Publicly Traded Successor Entity on its principal securities exchange on the Trading Day preceding the first public announcement of the Mixed Organic Change, divided by (y) the sum of the amount determined in subclause (x) plus the aggregate value of other consideration, including cash consideration, in such Organic Change. If the successor entity is not a Publicly Traded Successor Entity, the percentage of consideration represented by securities of such successor entity shall be as mutually determined in good faith by the Holder and the Company's Board of Directors.
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Related to Mixed Organic Change

  • Converted organization means the organization into which a

  • Related organization means an organization that controls, is controlled by, or is under common control with another organization with control existing if an organization:

  • Registered Organization is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

  • Affiliated Organization means any organization which is not a political committee, but which directly or indirectly establishes, administers or financially supports a political committee.

  • Organic Change means any recapitalization, reorganization, reclassification, consolidation, merger, share acquisition or exchange, or sale of all or substantially all of the Company's assets to another Person, or other transaction that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash, or assets with respect to, or in exchange for, Common Stock.