Corporate Transactions. The consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination), unless, immediately following such Business Combination, # the individuals and entities who were the Beneficial Owners of the Companys outstanding Common Stock and the Companys voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation, and # except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and # at least a majority of the members of the Board of Directors of the post-transaction company were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
Corporate Transactions. The consummation of a reorganization, mergermerger, statutory share exchange or consolidation (including a merger or consolidation ofsimilar corporate transaction involving the Company or any direct or indirect subsidiary of the Company), orits subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company (a Business Combinationor any of its subsidiaries (each, a “Business Combination”), in each case unless, immediately following such Business Combination, # all or substantially all of the individuals and entities whothat were the Beneficial Ownersbeneficial owners of the Companys outstandingOutstanding Company Common Stock and the Companys voting securities entitled to vote generally in the election of directorsOutstanding Company Voting Securities immediately prior to such Business Combination have directbeneficially own, directly or indirect Beneficial Ownership, respectively, ofindirectly, more than 50% of the then then-outstanding shares of common stock,stock and more than 50% of the combined voting power of the then then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Post-Transaction Corporation, and # except tocorporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the extent that suchCompany or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership existedimmediately prior to such Business Combination of the Business Combination,Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, # no Person (excluding the post-transaction company andany corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns,such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30%20% or more ofof, respectively, the then then-outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and # at least a majority of the members of the Boardboard of Directorsdirectors of the post-transaction companycorporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement,agreement or of the action of the Board of Directors, providing for such Business Combination; or
Corporate Transactions. The consummation of a reorganization, mergermerger, statutory share exchange or consolidation (including a merger or consolidation ofsimilar corporate transaction involving the Company or any direct or indirect subsidiary of the Company), orits subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company (a Business Combinationor any of its subsidiaries (each, a “Business Combination”), in each case, unless, immediately following such Business Combination, # all or substantially all of the individuals and entities whothat were the Beneficial Ownersbeneficial owners of the Companys outstandingOutstanding Company Common Stock and the Companys voting securities entitled to vote generally in the election of directorsOutstanding Company Voting Securities immediately prior to such Business Combination have directbeneficially own, directly or indirect Beneficial Ownership, respectively, ofindirectly, more than 50% of the then then-outstanding shares of common stock,stock and more than 50% of the combined voting power of the then then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Post-Transaction Corporation,corporation or entity resulting from such Business Combination (including, without limitation, a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, # no Person (excluding any employee benefit plan (or related trust) of the Company or any corporation or entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation or entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation or entity, except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and # at least a majority of the members of the Boardboard of Directorsdirectors of the post-transaction companycorporation or entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement,agreement or of the action of the Board of Directors, providing for such Business Combination; or
Corporate Transactions. The consummationeffective date of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company)(a “Business Combination”), or sale or other disposition ofin each case, unless immediately following such Business Combination: # all or substantially all of the assets of the Company (a Business Combination), unless, immediately following such Business Combination, # the individuals and entitiesPersons who were the Beneficial Owners of Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the Companyscombined voting power of the then outstanding Common Stock and the Companys voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation, and # except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction either owns the Company or 30%all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Voting Securities; # no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 40% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of such corporation,corporation except to the extent that such ownership existed prior to such Business Combination; and # at least a majority of the membersboard of directors of the Board ofcorporation resulting from such Business Combination were Continuing Directors of the post-transaction company were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors,Board, providing for such Business Combination; or
Corporate Transactions. The consummation of a reorganization, mergermerger, statutory share exchange or consolidation (including a merger or consolidation ofsimilar transaction involving the Company or any direct or indirect subsidiary of the Company),its subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a Business Combination“Business Combination”), in each case, unless, immediately following such Business Combination, # all or substantially all of the individuals and entities who were the Beneficial Ownersbeneficial owners, respectively, of the Companys outstandingOutstanding Company Common Stock and the Companys voting securities entitled to vote generally in the election of directorsOutstanding Company Voting Securities immediately prior to such Business Combination have directbeneficially own, directly or indirect Beneficial Ownership, respectively, ofindirectly, more than 50% ofof, respectively, the then outstanding shares of common stock,stock (or, for a noncorporate entity, equivalent securities) and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors,directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the Post-Transaction Corporation,entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, # no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and # at least a majority of the members of the Boardboard of Directorsdirectors (or, for a noncorporate entity, equivalent body or committee) of the post-transaction companyentity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors,Board, providing for such Business Combination; or
Corporate Transactions. The consummation of a reorganization, mergermerger, statutory share exchange or consolidation (including a merger or consolidation ofsimilar transaction involving the Company or any direct or indirect subsidiary of the Company), orits subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a Business Combination“Business Combination”), in each case, unless, immediately following such Business Combination, # all or substantially all of the individuals and entities whothat were the Beneficial Ownersbeneficial owners, respectively, of the Companys outstandingOutstanding Company Common Stock and the CompanysOutstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent body or committee), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and # no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock, and more than 50%stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then then-outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation, and #such entity except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and # at least a majority of the members of the Boardboard of Directorsdirectors (or, for a noncorporate entity, equivalent body or committee) of the post-transaction companyentity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors,Board, providing for such Business Combination; or
Corporate Transactions. The consummationConsummation of a reorganization, mergermerger, statutory share exchange or consolidation (including a merger or consolidation ofsimilar transaction involving the Company or any direct or indirect subsidiary of the Company), orits subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company (a Business Combinationor the acquisition of the assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, immediately following such Business Combination, # all or substantially all of the individuals and entities whothat were the Beneficial Ownersbeneficial owners of the Companys outstandingOutstanding Company Common Stock and the CompanysOutstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock,Outstanding Company Common Stock and more than 50% of the combined voting power ofOutstanding Company Voting Securities, as the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation, andcase may be, # except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company andany corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns,such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30%20% or more ofof, respectively, the then then-outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and # at least a majority of the members of the Boardboard of Directorsdirectors (or, for a non-corporate entity, equivalent governing body) of the post-transaction companyentity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement,agreement or of the action of the Board of Directors, providing for such Business Combination; or
Corporate Transactions. The consummationConsummation of a reorganization, mergermerger, statutory share exchange or consolidation (including a merger or consolidation ofsimilar transaction involving the Company or any direct or indirect subsidiary of the Company), orits subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company (a Business Combinationor the acquisition of the assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, immediately following such Business Combination, # all or substantially all of the individuals and entities whothat were the Beneficial Ownersbeneficial owners of the Companys outstandingOutstanding Company Common Stock and the CompanysOutstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock,Outstanding Company Common Stock and more than 50% of the combined voting power ofOutstanding Company Voting Securities, as the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation, andcase may be, # except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company andany corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns,such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30%20% or more ofof, respectively, the then then-outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and # at least a majority of the members of the Boardboard of Directorsdirectors (or, for a non-corporate entity, equivalent governing body) of the post-transaction companyentity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement,agreement or of the action of the Board of Directors, providing for such Business Combination; or
Corporate Transactions. The consummationConsummation of a reorganization, mergermerger, statutory share exchange or consolidation (including a merger or consolidation ofsimilar corporate transaction involving the Company or any direct or indirect subsidiary of the Company), orits subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company (a Business Combinationor any of its subsidiaries (each, a “Business Combination”), in each case unless, immediately following such Business Combination, # all or substantially all of the individuals and entities whothat were the Beneficial Ownersbeneficial owners of the Companys outstandingOutstanding Company Common Stock and the Companys voting securities entitled to vote generally in the election of directorsOutstanding Company Voting Securities immediately prior to such Business Combination have directbeneficially own, directly or indirect Beneficial Ownership, respectively, ofindirectly, more than 50% of the then then-outstanding shares of common stock,stock and more than 50% of the combined voting power of the then then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Post-Transaction Corporation, and # except toentity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the extent that suchCompany or all or substantially all of the Company's assets directly or through one or more subsidiaries (a “Parent”)) in substantially the same proportions as their ownership existedimmediately prior to such Business Combination of the Business Combination,Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, # no Person (excluding the post-transaction company andany entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or related trust of either the Company, the post-transaction companysuch entity resulting from such Business Combination or any subsidiary of either company) Beneficially Owns,Parent) beneficially owns, directly or indirectly, more than 30% or more ofof, respectively, the then then-outstanding shares of common stock of the corporationentity resulting from such Business Combination or 30% or more of the combined voting power of the then then-outstanding voting securities of such corporation, and # at least a majorityentity, except to the extent that the ownership in excess of the members of the Board of Directors of the post-transaction company were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or30% existed
Corporate Transactions. The consummationConsummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity (a Business Combination“Business Combination”), in each case, unless, immediately following such Business Combination, # all or substantially all of the individuals and entities who were the Beneficial OwnersOwners, respectively, of the Companys outstanding CommonOutstanding Company Stock and the Companys voting securities entitled to vote generally in the election of directorsOutstanding Company Voting Securities immediately prior to such Business Combination have directBeneficially Own, directly or indirect Beneficial Ownership, respectively, ofindirectly, more than 50% ofof, respectively, the then outstanding shares of common stock,stock or common equity interests and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors,directors or other governing body, as the case may be, of the Post-Transaction Corporation, and # except toentity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the extent that such ownership existedCompany or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Business Combination,Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, # no Person (excluding the post-transaction company and any employee benefit plan (or related trust) of the Company or related trust of either the Company, the post-transaction company or any subsidiary of either company)entity resulting from such Business Combination) Beneficially Owns, directly or indirectly, 30%40% or more ofof, respectively, the then outstanding shares of common stock or common equity interests of the corporationentity resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation,entity except to the extent that such ownership results solely from ownership of the Company that existed prior to the Business Combination and # at least a majority of the members of the Boardboard of Directorsdirectors or similar governing body of the post-transaction companyentity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors,Board, providing for such Business Combination;Combination; or
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