Consolidation, Merger, or Conversion Sample Clauses

Consolidation, Merger, or Conversion. The Borrower shall not merge, consolidate or convert with or into any other corporation or entity; and, for the purposes of this paragraph 8(d), the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any corporation or entity shall be deemed to be a consolidation with such corporation or entity, unless upon closing of such purchase or acquisition, Borrower is in compliance with all financial covenants in Section 9.
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Consolidation, Merger, or Conversion. Without the Bank's prior written consent, merge, consolidate or convert with or into any other corporation or entity; and, for the purposes of this Section 7.5, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any corporation or entity shall be deemed to be a consolidation with such corporation or entity.
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Consolidation, Merger, or Conversion. Merge, consolidate or convert with or into any other corporation or entity; and, for the purposes of this Section 7.5, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any corporation or entity shall be deemed to be a consolidation with such corporation or entity; provided, that this Section 7.5 shall not restrict the ability of Borrower (a) to merge or consolidate with any of
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Consolidation, Merger, or Conversion. Merge, consolidate or convert with or into any other corporation or entity, except that a Subsidiary of Foilmark may be merged into Foilmark, each other or any other Subsidiary of Foilmark on not less than ten (10) business days prior written notice to the Bank; and, for the purposes of this Section 8.5, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any corporation or entity shall be deemed to be a consolidation with such corporation or entity.
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Consolidation, Merger, or Conversion. Merge, consolidate or convert with or into any other Person; and, for the purposes of this Section 7.5, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any Person shall be deemed to be a consolidation with such Person; provided, that this Section 7.5 shall not restrict the ability of Borrower to merge or consolidate with any of its Subsidiaries (other than Cybex UK), so long as the Borrower is the surviving entity. Acquisition by the Borrower of the assets or business of a third party is not permitted.
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Consolidation, Merger, or Conversion. Borrower shall not merge, consolidate or convert with or into any other Person; and, for the purposes of this Section 5.6, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any individual, partnership, corporation, limited liability company, trust, or other organization or person shall be deemed to be a consolidation with such individual, partnership, corporation, limited liability company, trust, or other organization or person; provided, that this Section 5.6 shall not restrict the ability of Borrower to merge or consolidate with any of its subsidiaries (other than Cybex International UK Limited, a United Kingdom corporation (“Cybex UK”)), so long as the Borrower is the surviving entity. Acquisition by the Borrower of the assets or business of a third party is not permitted.
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Consolidation, Merger, or Conversion. Merge, consolidate or convert with or into any other corporation or entity; and, for the purposes of this Section 7.5, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any corporation or entity shall be deemed to be a consolidation with such corporation or entity; provided, that this Section 7.5 shall not restrict the ability of Borrower to merge or consolidate with any of its Subsidiaries (other than Cybex UK), so long as the Borrower is the surviving entity. Acquisition by the Borrower of the assets or business of a third party is not permitted.”
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Consolidation, Merger, or Conversion. Without the Bank's prior written consent, merge, consolidate or convert with or into any other corporation or entity; and, for the purposes of this Section 7.5, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any corporation or entity shall be deemed to be a consolidation with such corporation or entity; provided, however, that DynaGen may acquire the capital stock or assets of another corporation or entity through the issuance of DynaGen's equity securities (whether common stock or preferred stock) and without DynaGen incurring or guarantying any Indebtedness to such corporation, entity or other party as apart of such acquisition, merger or other business combination.
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Consolidation, Merger, or Conversion. Without the Administrative Agent's prior written consent, merge, consolidate or convert with or into any other corporation or entity; and, for the purposes of this Section 7.5, the acquisition of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities, of any corporation or entity shall be deemed to be a consolidation with such corporation or entity. Notwithstanding the foregoing, the Borrower may, without the Administrative Agent's prior written consent, acquire the assets or stock of another entity so long as: (1) in the case of a purchase of a going concern, the target is in the same or similar line of business as the Borrower, and (2) in all cases, the Borrower is in compliance with all covenants hereunder both before and after the proposed acquisition and the Borrower can demonstrate pro forma compliance by submitting a pro forma Compliance Certificate demonstrating that the Borrower will be in compliance with all covenants after any such acquisition is consummated; provided, however, that any acquisition with a total consideration (in cash or in kind) paid of more than $5,000,000.00 and any acquisitions after the Borrower has completed prior acquisitions in an amount greater than $25,000,000.00 in the aggregate shall require the Administrative Agent's prior written consent.
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Related to Consolidation, Merger, or Conversion

  • Merger or Consolidation Conversion Reorganization Section 3.Master Feeder Structure Section 4.Absence of Appraisal or Dissenters’ Rights Section 5.Reclassification of the Trust ARTICLE IX AMENDMENTS Section 1.

  • Consolidation, Merger or Sale In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

  • CONSOLIDATION, MERGER, SALE OR CONVEYANCE SECTION 9.1 Issuer May Consolidate, etc.,

  • Adjustment for Capital Reorganization, Merger or Consolidation In case of any capital reorganization of the capital stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

  • Consolidation, Merger or Sale or Transfer of Assets or ------------------------------------------------------ Earning Power. -------------

  • Merger Consolidation or Conversion of the Depositor, the Master Servicers, the Trust Advisor or the Special Servicers.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Consolidation; Merger The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.

  • Successor Trustee by Consolidation, Merger or Conversion If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee.

  • Procedure for Merger, Consolidation or Conversion (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

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