MERGER / ACQUISITION Sample Clauses
A Merger/Acquisition clause outlines the terms and conditions that apply if one party to the agreement is merged with or acquired by another entity. Typically, this clause specifies how the contract will be affected in such an event, such as whether the agreement will automatically transfer to the new entity, require consent from the other party, or allow for termination. Its core function is to provide certainty and manage the risks associated with changes in corporate ownership, ensuring that both parties understand their rights and obligations if a merger or acquisition occurs.
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MERGER / ACQUISITION. Notwithstanding any other provision of this Lease, Tenant shall have the right, subject to Landlord's consent, to assign this Lease or sublet all or a portion of the Premises to a person or entity which results (whether through operation of law or otherwise) from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern in the business that is being conducted on the Premises, or any person or entity that purchases all of the stock or ownership interests of Tenant (a "Permitted Transfer"), provided such entity (a "Permitted Transferee"), in the case of an assignment, assumes all the obligations of Tenant under the Lease. Landlord shall not deny consent if each of the following conditions are met: (a) the Transferee has a net worth at least equal to that of Tenant immediately prior to such merger or consolidation, and (b) is of a character and quality similar to that of other tenants in the Building or in other buildings of similar age, size, use and quality in the area. No such Permitted Transfer shall release Tenant from its obligations under the Lease.
MERGER / ACQUISITION. For a merger/acquisition entered into by CLIENT as a result of the efforts of, or an introduction by CFG during the term of this Agreement, Client shall pay CFG 5.0% of the total value of the transaction. The 5.0% shall be paid in cash upon the date of the closing of the merger/acquisition. Additionally, (i) if stock is used as part or all of the consideration in the transaction, CFG shall receive restricted trading stock equivalent to 10% of the stock (used for the transaction) upon close of transaction, and (ii) upon close of a successful merger or acquisition, CFG shall receive 3% of the value of the combined, merged or surviving entity (whichever is larger) in the form of the surviving entity's restricted trading stock. Subject to any required adjustments by the NASD or SEC if any. THE FEES PROVIDED FOR IN SECTION 3.2, AND 3.3 ARE NOT INTENDED TO AND WILL NOT APPLY CUMULATIVELY TO THE SAME FUNDING; HOWEVER, EACH MAY APPLY TO DIFFERENT PORTIONS OF A TRANSACTION COMPRISING DIFFERENT FUNDING SOURCES.
MERGER / ACQUISITION. (i). InSync reserves the right for any restructuring process like merger, acquisition etc. However, in the process of any such restructuring process, all rights and liabilities of InSync and of the subscriber under this Agreement shall vest on the authority so developed under such processes.
MERGER / ACQUISITION. For a merger/acquisition entered into by CLIENT as a result of the efforts of, or an introduction by WPI during the term of this Agreement, Client shall pay WPI, seven (7) percent of the total value of the transaction. For a merger/acquisition entered into by CLIENT as a result of the efforts of WPI and the introduction by CLIENT during the term of this Agreement, Client shall pay WPI, five (5) percent of the total value of the transaction. Such percentage(s) shall be paid to WPI in the same ratio of cash and / or stock as the transaction.
MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO.
(b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement.
(c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement.
(d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of ...
MERGER / ACQUISITION. If the Company is acquired by merger or otherwise, then the vesting of rights to be issued RSU Shares under this Agreement and the Payout Date shall be accelerated to occur immediately prior to the closing of such transaction and the Recipient shall be permitted to participate in the merger consideration or proceeds of acquisition to the same degree as if the RSU Shares had been issued and outstanding at the time of any record date with respect to such merger or acquisition, provided, however, that nothing herein shall give Recipient any voting rights with respect to the RSU Shares until issued.
MERGER / ACQUISITION. If Licensee intends to merge into another duly incorporated Company in the Territory, or intends to acquire another Company, in either case to become an entity different from the one described in the recitals to this Agreement, the same shall be given effect to or proceeded with only with the prior written consent of IISc and shall be subject to the Licensee agreeing that the new entity shall be bound by the terms of this Agreement. If the new entity is to continue to be bound by this Agreement, then the new entity shall within 15 days of its formation enter in and execute a deed of adherence of the terms of this Agreement with IISc. Needless to mention that if it is proposed that the new entity does not desire to continue under this Agreement, then approval for reorganization shall not be required from IISs and this Agreement shall stand terminated forthwith and consequences of termination as per Article 8 above shall follow. Notwithstanding the above, it shall be at the sole discretion of IISc to whether accept the offer of the Licensee to assign this Agreement in favour of any new entity formed due to merger/acquisition. Any Agreement with the new entity shall transfer to it all the rights granted to the Licensee and the remaining obligations of the Licensee under this Agreement.
MERGER / ACQUISITION. No Guarantor will merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to consolidate with or merge into it (except that the Company may merge with a Guarantor if the Company is the surviving corporation); provided that the foregoing restriction does not apply to the merger or consolidation of a Guarantor with another corporation, if:
(a) the corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the "Guarantor Surviving Corporation") is organized under the laws of the United States of America or any jurisdiction thereof;
(b) the due and punctual payment of all the Guaranteed Obligations and all other obligations of such Guarantor hereunder and the punctual performance and observance of all the covenants herein to be performed or observed by such Guarantor are expressly and effectively assumed by such Guarantor Surviving Corporation pursuant to such agreements and instruments as shall be approved by the Required Holders, and such Guarantor will cause to be delivered to each holder of Notes an opinion of independent counsel to the effect that (i) such agreements and instruments are enforceable in accordance with their terms and (ii) no taxable event or consequence will result to any holder of Notes solely by virtue of such merger, consolidation, purchase, lease or acquisition and the assumption by such Guarantor Surviving Corporation of the obligations of such Guarantor hereunder; and
(c) immediately prior to, and immediately after the consummation of the transaction, and after giving effect thereto, no Default or Event of Default exists or would exist under any provision hereof.
MERGER / ACQUISITION. It is further agreed in the event of a merger or acquisition of either party, and only in such an event, that party shall ensure that both the terms and spirit of this agreement will continue to operate for the full term of the contract. It is further agreed, in the event of a merger or acquisition of either party or adverse market change in China (as determined by SMART), any monies owed to SOLUCORP for licenses or royalties either past, present, or future by SMART can be converted, at SMART's option, to pre-paid inventory of the primary MBS ingredient. Demand for delivery of pre-paid inventory cannot exceed ten percent (10%) of SMART's monthly production unless agreed in writing by SMART.
MERGER / ACQUISITION. If the Company is acquired by merger or otherwise on or after January 1, 2008, then the Settlement Date shall be accelerated to occur immediately prior to the closing of such transaction and the Executive shall be permitted to participate in the merger consideration or proceeds of acquisition to the same degree as if the RSU Shares had been issued and outstanding at the time of any record date with respect to such merger or acquisition, provided, however, that nothing herein shall give Executive any voting rights with respect to the RSU Shares until issued.