Common use of Consolidation, Merger or Disposition of Assets Clause in Contracts

Consolidation, Merger or Disposition of Assets. The Maker will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless: (a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof; (b) such successor corporation shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker to the same extent as if such successor corporation had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be evidenced by the endorsing of an appropriate legend upon this Note, and each Note executed pursuant to Section 9 hereof after such assumption shall, unless 10 10 executed in the name of such corporation, have a similar legend endorsed thereon); and (c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Note.

Consolidation, Merger or Disposition of Assets. The Maker will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless: (a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof; (b) such successor corporation shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker to the same extent as if such successor corporation had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be evidenced by the endorsing of an appropriate legend upon this Note, and each Note executed pursuant to Section 9 hereof after such assumption shall, unless 10 10 executed in the name of such corporation, have a similar legend endorsed thereontherxxx); andxnd (c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Note.

Consolidation, Merger or Disposition of Assets. The Maker will Without limiting any other covenant contained in the Purchase Agreement, the Company shall not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless: (a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof; (b) such successor corporation shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker Company to the same extent as if such successor corporation had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be evidenced by the endorsing of an appropriate legend upon this Note, and each any Note executed pursuant to Section 9 8 hereof after such assumption shall, unless 10 10 executed in the name of such corporation, have a similar legend endorsed thereon); and; (c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this NoteNote and no condition, act or event (with the giving of notice, passage of time, or otherwise) would result in such default; and (d) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall have a consolidated stockholders' equity, determined in accordance with generally accepted accounting principles, which is no less than the Company's stockholders' equity, as so determined, immediately prior to such transaction.

Consolidation, Merger or Disposition of Assets. The Maker will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless: (a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof; (b) such successor corporation shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker to the same extent as if such successor corporation had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be evidenced by the endorsing of an appropriate legend upon this Note, and each Note executed pursuant to Section 9 hereof after such assumption shall, unless 10 10 executed in the name of such corporation, have a similar legend endorsed thereon); and (c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Note.

Consolidation, Merger or Disposition of Assets. The Maker will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless: (a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof; (b) such successor corporation shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker to the same extent as if such successor corporation had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be evidenced by the endorsing of an appropriate legend upon this Note, and each Note executed pursuant to Section 9 hereof after such assumption shall, unless 10 10 executed in the name of such corporation, have a similar legend endorsed thereon); and (c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Note.unless

Consolidation, Merger or Disposition of Assets. The Maker will shall not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless: (a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation Maker organized under the laws of the United States of America or any State, district or territory thereof; (b) such successor corporation Maker shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker to the same extent as if such successor corporation Maker had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be evidenced by the endorsing of an appropriate legend upon this Note, and each any Note executed pursuant to Section 9 8 hereof after such assumption shall, unless 10 10 executed in the name of such corporationMaker, have a similar legend endorsed thereon); and (c) immediately after such consolidation, merger, sale or other disposition, such successor corporation Maker shall not be in default in the performance of any of the covenants, agreements or conditions contained in this NoteNote and no condition, act or event (with the giving of notice, passage of time, or otherwise) would result in such default.