Restructuring to Preserve Agreement. If any court or regulatory authority shall determine that the independent contractor relationship established hereby violates any statutes, rules or regulations (or in the event that either Manager or Provider, in good faith, determines that there is a material risk that such a determination would be made by any court or regulatory authority), the parties will negotiate in good faith to enter into an arrangement between Manager, Provider and the then-current Provider Professionals which substantially preserves for the parties the relative economic benefits of this Agreement.
Restructuring Transactions has the meaning ascribed to it in the Recitals.
For the avoidance of doubt, Employee hereby acknowledges and agrees that neither the Restructuring nor any transactions contemplated pursuant thereto or to the RSA or Plan, nor a Sale During Restructuring, shall constitute a Change in Control (or term of similar import), as defined herein or in the Existing Employment Agreement.
Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $.01.
Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4:
Fundamental Transactions. If, at any time while this Note is outstanding, # the [[Organization A:Organization]] effects any merger or consolidation of the [[Organization A:Organization]] with or into another person, # the [[Organization A:Organization]] effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the [[Organization A:Organization]] or another person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or # the [[Organization A:Organization]] effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the [[Organization A:Organization]] shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
Affiliate Transactions. Except as set forth in [Schedule 4.10], no Insider is a party to any Contract or transaction with any Target Entity or has any interest in the Acquired Assets or any property, real, personal or mixed, tangible or intangible, of Target Entities or owns, or licenses (whether or not to any Target Entity), any assets or properties (tangible or intangible) used in the Business or by any Target Entity or provides any service to the Business or to any Target Entity.
Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on [Schedule 3(c)], none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
Hedging Transactions. The Lender shall not engage in any hedging transaction with respectto the Exchange Securities before the distribution compliance period expires unless in compliance with the Securities Act.
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