Acquisitions and Mergers. (a) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than:
(i) any Acquisition approved in writing by the Majority Lenders;
(ii) any Permitted Acquisition;
(iii) any Permitted Joint Venture; or
(iv) any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group.
(b) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, pay or deliver any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in connection with a Permitted Acquisition or Permitted Joint Venture made by it if and to the extent that the aggregate of:
(i) such deferred consideration; and
(ii) the Acquisition Cost of all other Acquisitions made by the Borrower Group since the Signing Date, would cause the relevant Acquisition to cease to be a Permitted Acquisition or, as the case may be, a Permitted Joint Venture.
(c) [Intentionally left blank]
(d) Each Obligor (other than UPC Distribution Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for:
(i) Acquisitions permitted by paragraphs (a) and (b) above and disposals permitted by Clause 16.10 (Disposals); or
(ii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or
(iii) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that:
(A) reasonable details of the proposed merger in order to demonstrate satisfaction with sub-paragraphs (C) to (G) below are provided to the Facility Agent at least 10 days before the merger is to be entered into;
(B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Distribution has delivered to the Facility Agent financial projections based on assumptions which are no ...
Acquisitions and Mergers. None, except those permitted by Section 8.3 of the Credit Agreement. Yes No
Acquisitions and Mergers. 85.2.1. This Catalog shall survive unto Contractor, its Successors, rights and assignments. The terms and conditions in this Catalog shall survive the acquisition or merger of Contractor by or with another entity. Contractor shall ensure these survivorship terms are included in any such merger or acquisition agreement, including a duty on the part of the surviving entity to abide by the terms of this Catalog.
Acquisitions and Mergers. (a) Each Loan Party will not, and will not permit any member of the Bank Group to, make any Acquisition, other than:
(i) any Acquisition approved in writing by the Required Lenders;
(ii) any Permitted Acquisition;
(iii) any Permitted Transaction;
(iv) any Permitted Joint Venture;
(v) any Acquisition from any person which is a member of the Bank Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Bank Group; or
(vi) in connection with a merger or consolidation permitted by paragraph (b) below.
(b) Each Loan Party will not merge or consolidate with any other company or person and will not permit any member of the Bank Group to merge or consolidate with any other company or person except for:
(i) any Permitted Transaction;
(ii) Acquisitions permitted by paragraph (a) above and dispositions permitted by Section 7.05;
(iii) with the prior written consent of the Required Lenders;
(iv) mergers between any member of the Bank Group with (I) any or all of the other members of the Bank Group or (II) an Unrestricted Subsidiary (“Original Entities”), into one or more entities (each a “Merged Entity”) provided that in the case of these clauses (I) and (II):
(A) reasonable details of the proposed merger in order to demonstrate satisfaction with subparagraphs (C) to (G) below are provided to the Administrative Agent within 30 days after the date on which the merger is entered into;
(B) if the proposed merger is between a member of the Bank Group and an Unrestricted Subsidiary, the Company has delivered to the Administrative Agent within 30 days after the date on which the merger is entered into a certificate signed by an authorized signatory which demonstrates that, as of the date of such merger, the Company is in Pro Forma Compliance with the Financial Covenants as of the last Compliance Date for the period commencing on the date of merger and ending on the earlier of the date that falls 3 years from the date of merger and the Maturity Date;
(C) such Merged Entity will be a member of the Bank Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Collateral Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities;
(D) if all or any part of the Capital Stock of any of the relevant Original Entities is subject to a Lien pursuant to a Collateral Document, an equi...
Acquisitions and Mergers. The Borrower shall not merge or consolidate or transfer substantially all of their assets (other than in a reorganization or other transaction in which no change in control occurs and such organizations remain in the transportation business) without the prior written approval of the Lender.
Acquisitions and Mergers. Acquire or merge with any other company or acquire any branch or other significant part of the assets of any other company;
Acquisitions and Mergers. The Borrower will procure that, except as permitted by the Bank:
Acquisitions and Mergers. 5.2.1. This Catalog shall survive unto Contractor, its Successors, rights and assignments. The terms and conditions in this Catalog shall survive the acquisition or merger of Contractor by or with another entity. Contractor shall ensure these survivorship terms
1 The Intelligence Community is a federation of Executive branch intelligence agencies and Organizations that are comprised of 17 member organizations xxxxx://xxx.xxx.xxx/index.php/what-we-do/members-of-the-ic Office of the Director of National Intelligence (ODNI) is authorized to procure IT through the DoD ESI per the Memorandum of Agreement, dated 15 May 2008. xxxxx://xxxxxx.xxxxxxx.xxx/portals/0/documents/net-centric-moa.pdf. are included in any such merger or acquisition agreement, including a duty on the part of the surviving entity to abide by the terms of this Catalog.
Acquisitions and Mergers. Acquire (i) all or substantially all of the assets of, or (ii) any equity securities in, any other entity, or merge into or consolidate with any other entity, without the prior written consent of Bank if the aggregate consideration to be paid by Borrower (whether in cash, stock or otherwise) in connection with any such acquisition or merger (or series of related acquisitions and/or mergers) exceeds $35,000,000.00, provided however, that (x) Borrower shall be the surviving entity in any merger or consolidation, (y) each entity whose assets or equity securities are acquired by Borrower, or which merges into or consolidates with Borrower, shall be engaged, at the time of the applicable transaction, in substantially the same business as Borrower, and (c) the consent of Bank, when required hereunder, shall not be unreasonably withheld or delayed.
Acquisitions and Mergers. The Borrower will procure that, except as permitted by the Majority Banks:
(a) no member of the Group shall be subject to any reorganisation, restructuring or merger (except for solvent reconstructions within the Group) provided that (i) in the case of mergers involving the Borrower or a Material Subsidiary, the surviving entity shall be, respectively, the Borrower or a Material Subsidiary, and (ii) the same does not and is not reasonably likely to have a Material Adverse Effect;
(b) no member of the Group will make any acquisitions or investments in any business or shares or equivalent other than:
(i) any transaction required in order to implement the Strategic Plan or the Protocol; and
(ii) acquisitions or investments (A) not exceeding in aggregate for all members of the Group €100,000,000 per annum, or (B) if and for so long as the Borrower is Investment Grade, which do not give rise to a Material Adverse Effect.
