Merger, Consolidation and Other Events Clause Samples
The "Merger, Consolidation and Other Events" clause defines how contractual rights and obligations are affected if one of the parties undergoes a significant corporate change, such as merging with another company, consolidating, or being acquired. Typically, this clause outlines whether the contract will automatically transfer to the new or surviving entity, or if certain approvals are required for the contract to remain in force. Its core function is to ensure continuity and clarity regarding the enforceability of the agreement in the event of major organizational changes, thereby preventing disputes or uncertainty about the contract’s status after such events.
Merger, Consolidation and Other Events. If the Company shall be the surviving or resulting corporation in any merger or consolidation in which the Shares are converted into other securities, the RSUs shall pertain to and apply to the securities to which a holder of the number of Shares subject to the RSUs would have been entitled. If the stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of the number of Shares subject to the RSUs would have been entitled, in the same manner and to the same extent, including the same restrictions and vesting and payment schedule, as the RSUs.
Merger, Consolidation and Other Events. If the Company shall be the surviving or resulting corporation in any merger or consolidation and the Common Stock shall be converted into other securities, the PSUs shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the PSUs would have been entitled. If the stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of the number of shares of Common Stock subject to the PSUs would have been entitled, in the same manner and to the same extent as the PSUs.
Merger, Consolidation and Other Events. If the Company shall be the surviving or resulting corporation in any merger or consolidation and the Stock shall be converted into other securities, the Restricted Stock Units shall pertain to and apply to the securities to which a holder of the number of shares of Stock subject to the Restricted Stock Units would have been entitled. If the stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Award Agreement shall inure to the benefit of the Company’s successor, and this Award Agreement shall apply to the securities or other property (including cash) to which a holder of the number of shares of Stock subject to the Restricted Stock Units would have been entitled, in the same manner and to the same extent as the Restricted Stock Units. In the event of a Change in Control of the Company, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, assume or continue in full force and effect the Company’s rights and obligations under this Award Agreement or substitute for the Restricted Stock Units a substantially equivalent award, as determined in the sole discretion of the Committee, for the Acquiror’s stock. For purposes of this Section, the Restricted Stock Units shall be deemed assumed if, following the Change in Control, the Restricted Stock Units confer the right to receive, subject to the terms and conditions of the Plan and this Award Agreement, for each share of Stock subject to the Restricted Stock Units immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event that the Acquiring Corporation elects not to assume or substitute for the Restricted Stock Units in connection with a Change in Control, the vesting...
Merger, Consolidation and Other Events. If Laureate shall be the surviving or resulting corporation in any merger or consolidation and the Common Stock shall be converted into other securities, the RSUs shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the RSUs would have been entitled. If the stockholders of Laureate receive by reason of any distribution in total or partial liquidation or pursuant to any merger of Laureate or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of Laureate’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of the number of shares of Common Stock subject to the RSUs would have been entitled, in the same manner and to the same extent as the RSUs.
Merger, Consolidation and Other Events. If the Company shall be the surviving or resulting corporation in any merger or consolidation and the Stock shall be converted into other securities, the Restricted Stock Units shall pertain to and apply to the securities to which a holder of the number of shares of Stock subject to the Restricted Stock Units would have been entitled. If the stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Award Agreement shall inure to the benefit of the Company’s successor, and this Award Agreement shall apply to the securities or other property (including cash) to which a holder of the number of shares of Stock subject to the Restricted Stock Units would have been entitled, in the same manner and to the same extent as the Restricted Stock Units. Notwithstanding the foregoing, in the event of any transaction resulting in a Change in Control of the Company, the Restricted Stock Units will terminate upon the effective time of such Change in Control unless provision is made by the Company in connection with the transaction for the continuation or assumption of the Restricted Stock Units by, or for the substitution of equivalent awards of, the surviving or successor entity or a parent thereof. All determinations as to whether any, some or all outstanding Restricted Stock Units and, if any, which such Restricted Stock Units, will be continued, assumed or substituted in a transaction and whether any such substitution is for equivalent awards shall be made in the sole discretion of the Committee, and such continuation, assumption, or substitution may be effectuated without your consent.
Merger, Consolidation and Other Events. If the Company shall, pursuant to action by its Board of Directors, at any time propose to merge into, consolidate with, or sell or otherwise transfer all or substantially all of its assets to another corporation and provision is not made pursuant to the terms of such transaction for the assumption by the surviving, resulting or acquiring corporation of outstanding SARs or for substitution of new SARs therefore, then the Board shall cause written notice of the proposed transaction to be given to each Director not less than twenty days prior to the anticipated effective date of the proposed transaction, and each Director shall have the right to exercise his or her SARs. Each Director, by so notifying the Company in writing, may in exercising his or her SARs condition such exercise upon, and provide that such exercise shall become effective at the time of, or immediately before, the consummation of the transaction. If the transaction is consummated, each SAR, to the extent not previously exercised on or before the date specified in the foregoing notice of the transaction, shall terminate on the effective date of such consummation; provided that such aforementioned notice is properly and timely given. If the transaction is abandoned, any SAR not exercised shall continue to be available for exercise in accordance with other provisions of the Plan as if the transaction had never been proposed.
Merger, Consolidation and Other Events. If the Common Stock is converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and the Stock Units shall pertain to and apply to the securities or other property (including cash) to which a holder of the number of shares of Common Stock subject to the Stock Units would have been entitled.