Company Acquisition. Section 7.8(d)...........47
Company Acquisition. COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the shareholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction or (ii) a sale or other disposition by the Company of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 50% of the aggregate fair market value of the Company's business immediately prior to such sale.
Company Acquisition. In the event the Company or the Majority Holders (as defined below) should enter into any written agreement providing for a Sale of the Company (as defined below), the Company shall give written notice to the Holder of such intended Sale of the Company not fewer than five (5) days prior to the closing date thereof. This Warrant shall automatically be exercised pursuant to Paragraph 2 hereof one (1) business day preceding the closing date of such Sale of the Company (the "Exercise Date"), if not previously exercised; provided however, that such exercise shall be contingent upon the closing of the Sale of the Company actually occurring. The term "Sale of the Company" shall mean a sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property or assets of the Company or the consolidation or merger of the Company with one or more other corporations or other entity or person, or any corporate reorganization, in which shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger or reorganization, other than a merger effected solely for the purpose of reincorporation. The term "Majority Holders" shall mean holders of at least eighty percent (80%) of the Company's then outstanding Common Stock.
Company Acquisition. In the event the Company or the Majority Holders (as defined below) should enter into any written agreement providing for a Sale of the Company (as defined below), the Company shall give written notice to the Holder of such Sale
Company Acquisition. Section 7.8(d) . . . . . . . . . 47
Company Acquisition. If the Company, or any affiliate, gains management control through acquisition or other means of any insurance company with which the General Agent does business, the Company or its affiliate shall not reduce or eliminate the underwriting capacity of either Company or the acquired company on business produced by the General Agent, subject to:
a. Rating plans, policy forms and underwriting rules of the Company, and
b. Continuation by others of reinsurance arrangements with such companies.
Company Acquisition. 7.2(c)......................... 50
Company Acquisition. Subject to the written approval of the Agent of the Company Acquisition Documents in accordance with Section 2.5 of the First Amendment and the compliance with the other requirements of Section 2.5 of the First Amendment, notwithstanding anything in this Agreement to the contrary, the Company may complete the Company Acquisition and the other transactions expressly contemplated by such Company Acquisition Documents, all in accordance with such Company Acquisition Documents and the representations and covenants contained with respect thereto in the First Amendment, and the Company Acquisition shall be a Permitted Acquisition for all purposes of this Agreement, provided that the Company Acquisition shall be consummated on or before December 15, 1999."
1.9 Section 5.2(q) shall be amended and restated as follows:
Company Acquisition. In the event the Company or the Majority Holders (as defined below) should enter into any written agreement providing for a Sale of the Company, the Company shall give written notice to the Holder of such Sale of the Company not less than thirty (30) days prior to the closing date thereof. This Warrant shall automatically be exercised pursuant to Paragraph 2(e) hereof five (5) business days preceding the closing date of such Sale of the Company (the "Exercise Date"), if not previously exercised, unless the Holder shall notify the Company prior to the Exercise Date that this Warrant is not to be so exercised; provided that nothing in this Paragraph 1
Company Acquisition. The Company Acquisition shall have been consummated in accordance with the Company Merger Agreement and no amendments, modifications, consents or waivers to or of the Company Merger Agreement or the Separation Agreement (it being understood and agreed that any purchase price adjustments and any extension of the “End Date” thereunder, in each case expressly contemplated by the Separation Agreement or the Company Merger Agreement, each as in effect on February 15, 2021, shall not be considered an amendment, modification, consent or waiver) that are materially adverse to the Lenders shall have been made without the consent of Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)); provided that any amendment, modification, consent or waiver of the definition of either Spinco Material Adverse Effect or Lien and Guarantee Release (each as defined in the Company Merger Agreement) in the Merger Agreement shall be deemed to be materially adverse to the Lenders. Notwithstanding anything in this Agreement to the contrary, the effectiveness of the Restatement Date will occur on the Restatement Date if the conditions set forth in this Section 11.3 are satisfied (or waived in accordance herewith). The Administrative Agent shall provide written notice to the Company and the Lenders of this Agreement becoming effective, which notice shall be conclusive and binding.
