Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity.
Appears in 5 contracts
Samples: Note Purchase Agreement (Globe Business Resources Inc), Note Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred 4.9 or permitted pursuant to in Schedule 5.5this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements either referred to in Schedule 5.5. or delivered to the holders of the Notes pursuant to Section 7.1.
Appears in 4 contracts
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent interim financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (United Asset Management Corp), First Amendment and Consent (United Asset Management Corp)
Changes in Corporate Structure. Except as specified stated in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have or succeeded to all or any substantial part of the liabilities of any other entityentity (whether or not the transaction would be permitted by Section 10.4) at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ametek Inc/), Note Purchase Agreement (Ametek Inc/)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ruby Tuesday Inc), Note Purchase Agreement (Flow International Corp)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5set forth on SCHEDULE 4.17, the Company shall not have changed its jurisdiction of incorporation formation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in SCHEDULE 5.4.
Appears in 2 contracts
Samples: Note Agreement (Amerigas Finance Corp), Note Agreement (Amerigas Finance Corp)
Changes in Corporate Structure. Except as specified in disclosed on Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation organization or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Master Note Purchase Agreement (Tetra Technologies Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.16, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified described in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have with any other entity or succeeded to all or any substantial part of the liabilities of any other entityentity at any time following the date of the most recent financial statements referred to in Schedule 5.5, in any such case in a transaction which is Material.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Discovery Communications, Inc.)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.1(i), the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 5.3.
Appears in 1 contract
Samples: Master Shelf and Note Purchase Agreement (Brown & Brown Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity.. Stepan Company Amended and Restated Note Agreement
Appears in 1 contract
Samples: Note Agreement (Stepan Co)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial state- ments referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and and, except for the Transaction, shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date ofthe most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (DPL Inc)
Changes in Corporate Structure. Except as specified described in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.12, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have with any other entity or succeeded to all or any substantial part of the liabilities of any other entityentity at any time following the date of the most recent financial statements referred to in Schedule 5.5, in any such case in a transaction which is Material.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Discovery Communications, Inc.)
Changes in Corporate Structure. Except as specified in Schedule SCHEDULE 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in SCHEDULE 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.54.8, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (Westamerica Bancorporation)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred 4.8 or permitted pursuant to in Schedule 5.5this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and or shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5D, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity., at any time following the date of the most recent financial statements referred to in Schedule I.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in set forth on Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.53.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 4.5.
Appears in 1 contract
Samples: Securities Purchase Agreement (Westwood One Inc /De/)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or 3 any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and or other transaction pursuant to which it shall not have succeeded to all or any substantial part of the Material liabilities of any other entityentity at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (First Investors Financial Services Group Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred 4.9 or permitted pursuant to in Schedule 5.5this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5SCHEDULE 4.1.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in SCHEDULE 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entityentity at any time following the date of the most recent audited financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following 5.4 or as described in a written notice provided by the date of Company to the most recent financial statements referred to in Schedule 5.5Purchasers, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified set forth in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (Alliance Data Systems Corp)
Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity.
Appears in 1 contract
Samples: Note Purchase Agreement (Mine Safety Appliances Co)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 6.5.
Appears in 1 contract
Samples: Stock Sale and Note Purchase Agreement (Cascade Microtech Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. .c2.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in set forth on Schedule 4.94.10, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. Section 4.
Appears in 1 contract
Samples: Note Purchase Agreement (Sonic Corp)