Consequences of an Acquisition Clause Samples

The "Consequences of an Acquisition" clause outlines the specific rights, obligations, and effects that arise for the parties involved when a company or its assets are acquired. Typically, this clause details what happens to existing contracts, employee arrangements, intellectual property rights, and outstanding liabilities in the event of an acquisition. For example, it may specify whether contracts are assignable to the acquiring entity or if certain obligations must be fulfilled prior to closing. Its core practical function is to provide clarity and predictability regarding the transition of responsibilities and assets, thereby minimizing disputes and ensuring a smooth transfer during the acquisition process.
Consequences of an Acquisition. In connection with the consummation of an Acquisition, the Board of Directors of the Company or the board of directors of the surviving or acquiring entity (as used in this Section 17, also the “Board”), shall make appropriate provision for the continuation of this option by the Company or the assumption of this option by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to this option either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to this option immediately preceding the Acquisition. In addition to or in lieu of the foregoing, the Board may, upon written notice to the Optionee, provide that this option must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period this option shall terminate, or provide that this option, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to this option over the exercise price thereof; provided, however, that before terminating any portion of this option that is not vested or exercisable (other than in exchange for a cash payment), the Board shall first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by the Board, any repurchase rights or other rights of the Company that relate to this option shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for this option pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.
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Consequences of an Acquisition. In the event of an Acquisition, AND (i) the successor (a "Successor To The Business") fails to assume the obligations of the Company under this Agreement or (ii) Employee's employment is (x) at the time of the Acquisition terminated by the Company without cause or (y) terminated by any Successor To The Business without Cause or the Employee terminates his employment for Good Reason (as defined in the Employment Agreement) and, in any such event, the Employee signs a comprehensive release in the form and of a scope acceptable to the Company, then the options granted hereby will become exercisable in full on the date of the Acquisition (in the case of (i)) or such termination (in the case of (ii)) PROVIDED, HOWEVER, that if an event described in this Section 13(a) occurs (x) before November 23, 2000, then only the first 150,000 options granted hereby will vest on the date of such termination and the remaining 350,000 options will be canceled, and any other option to purchase stock of the Company will be canceled or (y) after November 23, 2000 but before November 23, 2001, then only the first 325,000 options granted hereby will vest on the date of such termination and the remaining 175,000 options will be canceled, and any other option to purchase stock of the Company will be canceled.
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Consequences of an Acquisition. In the event of an Acquisition, and (i) the successor (a "Successor To The Business") fails to assume the obligations of the Company under this Agreement or (ii) Employee's employment is (x) at the time of the Acquisition terminated by the Company without cause or (y) terminated by any Successor To The Business without Cause or the Employee terminates his employment for Good Reason (as defined in the Employment Agreement) and, in any such event, the Employee signs a comprehensive release in the form and of a scope acceptable to the Company, then the options granted hereby will become exercisable in full on the date of the Acquisition (in the case of (i)) or such termination (in the case of (ii)).
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Related to Consequences of an Acquisition

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Fundamental Changes; Disposition of Assets; Acquisitions No Note Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation (including through a Division/Series Transaction or a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or make any Acquisition, except: (a) any Subsidiary of Company may be merged with or into Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Wholly-Owned Guarantor Subsidiary shall be the continuing or surviving Person; (b) sales or other dispositions of assets that do not constitute Asset Sales; (c) Asset Sales, the proceeds of which (i) are less than $500,000 with respect to any single Asset Sale or series of related Asset Sales, and (ii) when aggregated with the proceeds of all other Asset Sales made within the trailing twelve month period, are less than $1,000,000; provided (1) the proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of Company), (2) no less than 100% thereof shall consist of Cash paid upon the closing of each applicable Asset Sale, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.13(a); (d) disposals of obsolete or worn out property; (e) Acquisitions consisting of Investments made in accordance with Section 6.7; (f) the execution and delivery of a Management Services Agreement with a Managed Company so long as: (i) such Management Services Agreement is in form and substance reasonably acceptable to the Requisite Purchasers, and all transactions in connection therewith shall be consummated, in all material respects, in accordance with all Healthcare Laws; (ii) such Managed Company operates in the continental United States of America; (iii) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iv) Company shall be in compliance with the financial covenants set forth in Section 6.8 on a pro forma basis after giving effect to the execution of such Managed Company Documents, measured as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered or are required to have been delivered under Section 5.1(b); (v) (A) Company shall have delivered to the Purchasers, at least five Business Days (or such shorter period consented to by the Requisite Purchasers) prior to the execution of such Managed Company Documents, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iii) above, together with all relevant financial information with respect to such acquired assets, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8, and (B) the Note Parties shall have completed background checks with respect to all licensed personnel employed by, or owning Capital Stock in the applicable Managed Company party to the Managed Company Documents and the results of such background checks are such that, if the results were public information, they could not reasonably be expected to have an adverse reputational, regulatory, compliance, or legal impact on any member of Company or its Subsidiaries, any investor in the Note Parties, any Purchaser or Collateral Agent; and (vi) the Managed Company party to such Managed Company Documents shall be in the same business in which Company is engaged as of the Closing Date, and (vii) if such Managed Company Documents are executed on or after the Initial Note Date, contemporaneously with the execution of such Managed Company Documents, the requirements of Section 5.10 have been satisfied. In no event shall any Note Party transfer, assign, sell or otherwise dispose of their rights under any Managed Company Documents or Material Customer Contracts except, in each case, for Liens securing the Obligations or, on or prior to the Initial Note Date, the obligations under the Goldman NPA and documents executed pursuant thereto; (g) for transactions approved by a majority of the Independent Directors (as such term is defined in the Stockholders Agreement) then serving on Company’s board of directors.