ACQUISITIONS OR MERGERS Sample Clauses

ACQUISITIONS OR MERGERS. Acquire or enter into any merger or consolidation, or purchase or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, any capital stock, assets, obligations, or other securities of, or otherwise invest in or acquire any interest in any entity, except in regards to any acquisition that (i) has positive EBITDA during the last two (2) fiscal years, (ii) where the total consideration paid by Borrower in regards to such transaction is 100% stock, and (iii) the total consideration is less than six (6) times the acquisition EBITDA, provided, however, in no event may Borrower enter into any acquisition if the results of such acquisition on a proforma basis would cause a default hereunder.
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ACQUISITIONS OR MERGERS. (a) Merge into or consolidate with a Person or (b) acquire substantially all the assets of another Person; provided, however that the Parent may acquire substantially all of the assets of another Person provided that the actual aggregate acquisition cost of all such transactions plus Investments permitted pursuant to Section 6.4(vi) in any calendar year may not exceed 10% of the Net Worth of the Parent as at December 31 of the previous year.
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ACQUISITIONS OR MERGERS. Acquire or enter into any merger or consolidation, or purchase or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, any capital stock, assets, obligations, or other securities of, or otherwise invest in or acquire any interest in any entity, except in regards to any acquisition that (i) has positive EBITDA during the last two (2) fiscal years, (ii) the total consideration therefor is less than Three Million and No/100 Dollars ($3,000,000.00) prior to July 31, 1998, or Five Million and No/100 Dollars ($5,000,000.00) thereafter (unless the acquisition is 100% stock), and (iii) the total consideration is less than six (6) times the acquisition EBITDA, provided, however, in no event may Borrower enter into any acquisition if the results of such acquisition on a proforma basis would cause a default hereunder.
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ACQUISITIONS OR MERGERS. Acquire or enter into any merger or consolidation, or purchase or otherwise acquire, or permit any Subsidiary to purchase or acquire, any capital stock, assets (other than in the ordinary course of business), obligations, or other securities of or otherwise invest in or acquire any interest in any entity, unless: i. The entity to be acquired had positive EBITDA during its most recent two (2) fiscal years; ii. The total consideration to be paid in such acquisition (as specified in the relevant agreement) is less than ten percent (10%) of the total assets of Borrower prior to such acquisition (provided, however, that this 10% limitation shall not apply if the consideration for the acquisition is comprised solely of shares of Borrower's capital stock and the price/earnings multiple for the most recent four fiscal quarters of the entity to be acquired is less than fifty percent (50%) of the pricing/earnings multiple (for the same period) at which Borrower's stock is trading on a recognized exchange); and iii. The total consideration to be paid for such acquisition (as specified in the relevant agreement) is less than six (6) times the EBITDA of the entity to be acquired for the most recent four fiscal quarters (provided, however, that this six (6) times EBITDA limitation shall not apply if the consideration for such acquisition is comprised of at least seventy-five percent (75%) of shares of Borrower's capital stock as specified in the relevant agreement and the price/earnings multiple for the most recent four fiscal quarters of the entity to be acquired is less than fifty percent (50%) of the price/earnings multiple for the same period at which Borrower's stock is trading on a recognized exchange); provided further, however, that in no event may Borrower enter into any acquisition if the results of such acquisition on a pro forma basis would cause a default hereunder.
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Related to ACQUISITIONS OR MERGERS

  • Mergers or Acquisitions Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

  • The Mergers (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

  • Mergers (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Adjustment for Merger or Reorganization, etc Subject to the provisions of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stock.

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Consolidations and Mergers The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

  • Consummation of Acquisition The Acquisition shall have been consummated (or shall be consummated substantially contemporaneously) for an aggregate purchase price (excluding assumption of Debt) not exceeding the amount set forth on Schedule 6.2(g) under the heading “Maximum Purchase Price of Target Company” pursuant to documentation satisfactory to the Administrative Agent, no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that would have a Company Material Adverse Effect (as defined in the Merger Agreement) or a material adverse effect on the properties, business, operations, prospects or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole or the ability of the Borrower or any of its Restricted Subsidiaries to perform its obligations under the Loan Documents, the transaction fees and expenses for the Acquisition together with the fees referenced in Section 6.2(e)(iii) shall not exceed the amount set forth on Schedule 6.2(g) under the heading “Maximum Transaction Fees and Expenses of Acquisition”, and the Administrative Agent shall have received (or shall receive substantially contemporaneously) the following documents: (A) if counsel to the Target Company delivers an opinion to the Borrower in connection with Acquisition, a copy of such opinion, accompanied by reliance letters in favor of the Administrative Agent and the Lenders, (B) opinions from such special and local counsel as may be required by the Administrative Agent, (C) documents and other instruments as are customary for transactions of this type or as the Administrative Agent may reasonably request (including, without limitation, the analogous documents required to be delivered in Sections 6.2(b)(ii), (b)(iii), (b)(iv) and (d)(i) with respect to the Target Company, its Subsidiaries and their respective authorization to execute, deliver and perform the Merger Agreement and the transactions contemplated therein, as applicable) and (D) such evidence as the Administrative Agent may reasonably request that the Acquisition does not violate the terms of the High-Yield Note Indenture.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.