Consolidation, Amalgamation or Merger. In the event that the Company shall be a party to any transaction, including without limitation any (i) recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company, or (iv) any compulsory share exchange pursuant to which the Common Stock is converted into the right to receive other securities, cash or other Property, the Company will forthwith notify the Noteholder of such event in accordance with Condition 15 and, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of the Note then Outstanding shall have the right (during the period in which such Note is convertible) to convert such Note into the class and amount of shares and other securities and property receivable upon such transaction by a holder of such number of shares of Common Stock which would have been liable to be issued upon conversion of such Note immediately prior to the transaction. So far as legally possible, the Company shall cause the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's Shares, as the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall provide for adjustments which, for events subsequent to the effective date of such amendment, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Condition. The above provisions of this Condition 6(C) shall similarly apply to successive transactions of the foregoing type.
Consolidation, Amalgamation or Merger any member of the JVC Group consolidating with, amalgamating with, merging with or into, or selling, conveying, transferring, leasing or otherwise disposing of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any entity or permitting any entity to merge with or into any member of the JVC Group (in each case other than to or among other members of the JVC Group);
Consolidation, Amalgamation or Merger. The Issuer and the Company will not consolidate with, merge or amalgamate into or transfer its properties and assets substantially as an entirety to any corporation or convey or transfer its properties and assets substantially as an entirety to any person (the consummation of any such event, a “Merger”), unless:
(i) the corporation formed by such Merger or the person that acquired such properties and assets shall expressly assume, by a supplemental trust deed in form and substance satisfactory to the Trustee, all obligations of the Issuer or the Company under the Trust Deed and the Notes and the performance of every covenant and agreement applicable to it contained therein;
(ii) immediately after giving effect to any such Merger, no Event of Default or Potential Event of Default (as defined in the Trust Deed) shall have occurred or be continuing or would result therefrom as confirmed to the Trustee by (i) a certificate of two authorised signatories of the Company and (ii) a certificate of two authorised signatories of the corporation that would result from such Merger or, as the case may be, a certificate from any such person referred to above; and
(iii) the corporation formed by such Merger, or the person that acquired such properties and assets, shall expressly agree, among other things, not to redeem the Notes pursuant to Condition 6(c) as a result of it becoming obliged to pay any Additional Amounts as provided or referred to in Condition 8 arising solely as a result of such Merger.
Consolidation, Amalgamation or Merger. The Issuer and the Company will not consolidate with, merge or amalgamate into or transfer its properties and assets substantially as an entirety to any corporation or convey or transfer its properties and assets substantially as an entirety to any person (the consummation of any such event, a “Merger”), unless:
Consolidation, Amalgamation or Merger. In the case of any consolidation, amalgamation or merger of the Issuer with any other corpo- ration (other than a consolidation, amalgamation or merger in which the Issuer is the contin- uing corporation), the Issuer will forthwith give notice thereof to the Paying and Conversion Agent and to the Bondholders in accordance with Condition 6.12 of such event and take such steps as shall be necessary to ensure that each Convertible Bond then outstanding will (during the period in which Conversion Rights may be exercised) be convertible into the class and amount of shares and other Securities and property receivable upon such xxxxxxx- dation, amalgamation or merger by a holder of the number of Ordinary Shares which would have become liable to be issued or transferred and delivered upon exercise of Conversion Rights immediately prior to such consolidation, amalgamation or merger. The above provi- sions of this Condition 6.4.14 will apply, mutatis mutandis to any subsequent consolida- tions, amalgamations or mergers.
Consolidation, Amalgamation or Merger. In the case of any consolidation, amalgamation or merger of the Company with any other corporation (other than a consolidation, amalgamation or merger in which the Company is the continuing corporation), or in the case of any sale or transfer of all, or substantially all, of the assets of the Company, the Company will forthwith notify the Bondholders of such event in accordance with Condition 14 and (subject to any restriction prescribed by law) cause the corporation resulting from such consolidation, amalgamation or merger or the corporation which shall have acquired such assets, as the case may be, to execute an instrument supplemental to the Instrument to ensure that the holder of each Bond then outstanding will have the right (during the period in which such Bond shall be convertible) to convert such Bonds into, the class and amount of shares and other securities and property receivable upon such consolidation, amalgamation, merger, sale or transfer by a holder of the number of Shares which would have become liable to be issued upon conversion of such Bonds immediately prior to such consolidation, amalgamation, merger, sale or transfer. The above provisions of this Condition 5.7 will apply in the same way to any subsequent consolidations, amalgamations, mergers, sales or transfers.
Consolidation, Amalgamation or Merger. In the case of (a) any consolidation, amalgamation or merger of the Issuer with any other corporation (other than a consolidation, amalgamation or merger in which the Issuer is the continuing corporation) (a “Successor in Business”), or (b) any sale or transfer of all, or substantially all, of the assets of the Issuer to another entity (whether by operation of law or otherwise) (also a Successor in Business), the Issuer will forthwith give notice thereof to the Bondholders in accordance with Condition 16 of such event and take such steps as shall be required to ensure that each Bond then outstanding will be convertible into the class and amount of shares and other securities and property of the Successor in Business receivable upon such consolidation, amalgamation, merger, sale or transfer by a holder of the number of Class A Shares which would have become liable to be issued or transferred and delivered upon conversion of the Bonds immediately prior to such consolidation, amalgamation, merger, sale or transfer. Such steps will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided for in this Condition 6. The above provisions of this Condition 6.8 will apply, mutatis mutandis to any subsequent consolidations, amalgamations, mergers, sales or transfers.
Consolidation, Amalgamation or Merger. In the event that Purchaser at any time during the period commencing upon execution of this Agreement up to and including the Closing Date, amalgamates, consolidates with or merges into another corporation, the Resulting Entity shall deliver at Closing such securities or property as represented by the Shares if Closing had occurred prior to the completion date of such amalgamation, consolidation or merger. A sale of all or substantially all of the assets of Purchaser for a consideration (apart from the assumption of obligations), consisting primarily of securities, shall be deemed a consolidation, amalgamation or merger for the foregoing purposes.
Consolidation, Amalgamation or Merger. Without prejudice to Condition 7(e) and Condition 7(f), in the case of any consolidation, amalgamation or merger of the Issuer with any other corporation (other than a consolidation, amalgamation or merger in which the Issuer is the continuing corporation), or in the case of any sale or transfer of all, or substantially all, of the assets of the Issuer to another entity or entities, the Issuer will forthwith notify the Bondholders of such event and take such steps as shall be required to ensure that each Bond then outstanding will (during the period in which Conversion Rights may be exercised) be capable of conversion into the class and amount of shares and other securities, property and cash receivable upon such consolidation, amalgamation, merger, sale or transfer by a holder of the number of Ordinary Shares which would have become liable to be issued or delivered if the Conversion Rights had been exercised immediately prior to such consolidation, amalgamation, merger, sale or transfer. The above provisions of this Condition 6(k) will apply, mutatis mutandis, to any subsequent consolidations, amalgamations, mergers, sales or transfers.
Consolidation, Amalgamation or Merger. So long as the Bonds remain outstanding, the Issuer shall not consolidate with, merge or amalgamate into or transfer its assets substantially as an entirety to any corporation or convey or transfer its properties and assets substantially as an entirety to any person (the consummation of any such event, a “Merger”), unless:
(a) the corporation formed by such Merger or the person that acquired such properties and assets shall expressly assume, by a supplemental trust deed, all obligations of the Issuer, as the case may be;
(b) immediately after giving effect to any such Merger, no Event of Default, and no event which, after notice or lapse of time or both, may become an Event of Default shall have occurred or be continuing or would result therefrom; and
(c) the corporation formed by such Merger, or the person that acquired such properties and assets, shall expressly agree, among other things, to indemnify each holder of a Bond against any tax, assessment or governmental charge payable by withholding or deduction thereafter imposed on such holder solely as a consequence of such Merger with respect to the payment of principal and interest on the Bonds), and such Merger shall not be effective until the Issuer has delivered to the Bondholder an officer’s certificate signed by an Authorized Signatory of the Issuer, as the case may be, stating that all requirements relating to such Merger have been complied with and that such Xxxxxx is authorized and permitted. The Bondholder shall be entitled to rely conclusively on and shall be protected and shall incur no liability to any Bondholder or any other person for or in respect of any action taken, omitted or suffered in reliance upon such officer’s certificate.
