Consolidation and Merger; Change of Business Sample Clauses

Consolidation and Merger; Change of Business. Liquidate or dissolve or enter into any consolidation or merger or enter into any partnership, joint venture, syndicate or other combination or make any change in the nature of its business as presently conducted.
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Consolidation and Merger; Change of Business. (i) Liquidate or -------------------------------------------- dissolve or enter into any consolidation or merger (provided that any of the -------- Companies may enter into a consolidation or merger so long as (A) such Company is the surviving entity after such consolidation or merger, and (B) such consolidation or merger does not create a default under Paragraph 12(c)(iii) hereof); (ii) form or enter into any partnership, joint venture, syndicate or other combination which would have a material adverse effect on the business, operations, assets or financial condition of the Companies taken as a whole; or (iii) make any material change in the nature of its business as a mortgage banker, mortgage conduit, manufactured housing lender, mortgage lender, warehouse lender, construction lender, servicing-secured lender or servicing- receivable lender as currently conducted or conduct any business other than in substantially the same fields of enterprise as currently conducted.
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Consolidation and Merger; Change of Business. Liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture, syndicate or other combination or make any change in the nature of its business as a mortgage banker as presently conducted.
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Consolidation and Merger; Change of Business. Liquidate or -------------------------------------------- dissolve or enter into any consolidation, merger, partnership, joint venture, syndicate or other combination or make any change in the nature of its business as presently conducted; provided, that either -------- of the Companies may merge with another Person in a similar line of business if, immediately after giving effect to such merger, (i) no Potential Default or Event of Default exists and is continuing, and (ii) such Company is the surviving Person; provided further, however, ---------------- ------- that either of the Companies may enter into a joint venture, in the form of a limited partnership or a limited liability company, with another Person who works with consumers needing mortgage loans, such as a real estate broker or home builder, so long as (i) the initial ---------- amount of investment and capitalization by the venturing Company in or of any such joint venture may not exceed $50,000 (or such larger amount as may be approved by the Required Lenders or as may be required by the applicable federal or state licensing authority); (ii) the venturing Company shall make no further investment in or capitalization of any such joint venture, after such initial investment or capitalization, without the prior consent of the Required Lenders; and (iii) the Companies shall not enter into more than four (4) such joint ventures in any calendar year; provided that -------- within three (3) Business Days of the initial investment in or capitalization of any such joint venture by either of the Companies, the Companies shall provide the Administrative Agent and the Lenders notice of the establishment of such joint venture, such notice to include the name of such joint venture and the amount of such initial investment or capitalization; provided, however, that notwithstanding -------- ------- anything to the contrary contained above in this Paragraph 7(c), neither of the Companies may liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture, syndicate or other combination or make any change in the nature of its business as presently conducted until after such date, if any, on which the Guarantor shall have received an aggregate amount equal to or greater than $10,000,000 in net shareholder's equity as a result of a stock offering by the Guarantor."
Sample 1
Consolidation and Merger; Change of Business. Liquidate or dissolve or enter into any consolidation, merger, share exchange, division, conversion, reclassification, recapitalization, reorganization, partnership, joint venture, syndicate or other combination, sell or transfer ten percent (10%) or more of any of its capital stock, change its name or make any material change in the nature of its business as presently conducted; provided, however, that one or more of the Borrowers and the Members of the Company Group may effect a reorganization so long as, after giving effect to such reorganization, the Borrowers remain at all times a majority owner, directly or indirectly, of each Member of the Company Group, with voting control over the capital stock of each Member of the Company Group and with the right to receive 51% of the income or losses on distribution and liquidation of each Member of the Company Group, and Mxxxxxx X. Xxxxx remains at all times a majority owner, directly or indirectly, of each Borrower, with voting control of each Borrower and with the right to receive 51% of the income or losses on distribution and liquidation of each Borrower.
Sample 1

Related to Consolidation and Merger; Change of Business

  • Consolidation and Merger The Borrower will not (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, so long as no Default or Event of Default shall exist or be caused thereby, a Person may be merged or consolidated with or into the Borrower so long as the Borrower shall be the continuing or surviving Person.

  • Consolidations and Mergers The Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, 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 Person, except:

  • 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.

  • Termination Liquidation and Merger 51 SECTION 9.1. Dissolution Upon Expiration Date....................................................51 SECTION 9.2.

  • Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

  • Consolidation or Merger of the Company In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

  • Reorganizations, Mergers, Consolidations or Sales of Assets If at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation's properties and assets to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder of this Warrant after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicable.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Sale of Assets, Consolidation, Merger, Dissolution, Etc Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly,

  • DISSOLUTION, LIQUIDATION AND MERGER 44 Section 9.1. Dissolution Upon Expiration Date..............................................................44 Section 9.2.

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