Change in Organization, Etc. (i) Undertake any division of its rights, assets, obligations or liabilities pursuant to a plan of division or otherwise pursuant to Applicable Law, and (ii) change its jurisdiction of organization or its name or corporate organization structure or make any other change such that any financing statement filed or other action taken to perfect the Transferee’s or the Agent’s interests hereunder and under the Receivables Purchase Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless (i) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) no Change of Control shall result, (iii) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (iv) the Agent, the Majority Investors and the Transferee provide prior written consent to such change and (v) the Agent and the Transferee have received such certificates, documents, instruments, agreements and opinions of counsel as they shall reasonably request in connection therewith, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.
Appears in 4 contracts
Samples: Sale and Contribution Agreement (Audacy, Inc.), Purchase and Sale Agreement (Audacy, Inc.), Sale and Contribution Agreement (Audacy, Inc.)