Consolidation, Merger, Sale, etc Sample Clauses

Consolidation, Merger, Sale, etc. (a) Lessee shall not consolidate with any Person, merge with or into any Person or convey, transfer or lease to any Person all or substantially all of its assets in any single transaction (or series of related transactions) unless immediately after giving effect to such transaction, each of the conditions set forth in clauses (i) through (vi) below shall have been satisfied or, in the case of clause (vi) below, waived by each Participant, which waiver shall not be unreasonably withheld or delayed:
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Consolidation, Merger, Sale, etc. Lessee shall not consolidate with any Person, merge into any Person, or convey, transfer, lease or otherwise dispose of to any Person all or substantially all of its assets in any single transaction (or series of related transactions), unless:
Sample 1Sample 2
Consolidation, Merger, Sale, etc. No Guarantor shall consolidate with any Person, merge with or into any Person or convey, transfer or lease to any Person all or substantially all of its assets in any single transaction (or series of related transactions), unless, immediately after giving effect to such transaction, the conditions set forth in clauses (i) through (v) shall have been satisfied:
Sample 1Sample 2
Consolidation, Merger, Sale, etc. In case the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Corporation, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made whereby each share of Preferred Stock shall, after such transaction, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such transaction, or to which assets shall have been sold in such transaction, to which the holder of shares of Preferred Stock would have been entitled if it had held the Common Stock issuable upon the conversion of such shares of Preferred Stock on the record date, or, if none, immediately prior to such transaction, at the Conversion Rate in effect on such date. The provisions of this Section 6(c)) shall similarly apply to successive transactions.
Sample 1
Consolidation, Merger, Sale, etc. The Parent Guarantor will not directly or indirectly consolidate with or merge into any other corporation, limited liability company, partnership or other person, or permit any other corporation, limited liability company, partnership or other person to consolidate with or merge into it, or sell, lease, assign, transfer, abandon or otherwise dispose of all or substantially all of its properties or assets, except that the Parent Guarantor may consolidate with or merge into any other corporation, or permit any other corporation to consolidate with or merge into it, or sell or otherwise transfer all or substantially all of its properties and assets, provided that,
Sample 1
Consolidation, Merger, Sale, etc. (a) Subject to Section 5.4, Lessee (for purposes of this Section 5.2, Lessee shall be referred to as the "Transferor") shall not consolidate with any Person, merge with or into any Person or convey, transfer or lease to any Person all or substantially all of its assets in any single transaction (or series of related transactions), unless, immediately after giving effect to such transaction, the conditions set forth in clauses (i) through (vii) shall have been satisfied: (I) THE PERSON FORMED BY SUCH CONSOLIDATION WITH OR INTO WHICH THE TRANSFEROR SHALL BE MERGED OR THE PERSON WHICH SHALL ACQUIRE BY CONVEYANCE, TRANSFER OR LEASE ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE TRANSFEROR (THE "SURVIVING COMPANY") SHALL BE A CORPORATION THAT IS ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA, A STATE THEREOF OR THE DISTRICT OF COLUMBIA;
Sample 1
Consolidation, Merger, Sale, etc. (a) Subject to Section 5.4, no Lessee shall consolidate with any Person, merge with or into any Person or convey, transfer or lease (other than subleases and assignments permitted by the terms of the Master Lease) to any Person all or substantially all of its assets in any single transaction (or series of related transactions), unless, immediately after giving effect to such transaction, the conditions set forth in clauses (i) through (vii) shall have been satisfied:
Sample 1
AutoNDA by SimpleDocs
Consolidation, Merger, Sale, etc. Enter into a transaction of merger with or consolidation into any Person or sell, lease, or otherwise dispose of all or substantially all of its assets of the Borrower and its Subsidiaries (taken as a whole), except: (a) any Subsidiary Guarantor may be merged with or consolidated into, or may sell, lease, or dispose of all or substantially all of its assets to the Borrower or another Subsidiary Guarantor; (b) any Subsidiary may be merged with or consolidated into any Person that is or will upon the consummation of such merger or consolidation be a Loan Party (subject to compliance with Section 5.09 of this Agreement within the timeframe set forth therein); (c) any Subsidiary that is not a Loan Party may be merged with or consolidated into, or may sell, lease, or dispose of all or substantially all of its assets to any other Subsidiary that is not a Loan Party; (d) any Person may be merged into or consolidated with the Borrower or any Subsidiary of the Borrower, provided (i) in the case of any such merger with or consolidation into the Borrower, the Borrower is the surviving Person, (ii) in the case of any such merger with or consolidation into a Subsidiary Guarantor, the Subsidiary Guarantor is the surviving Person (iii) such merger or consolidation does not violate any other provision of this Agreement, (iv) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (v) the representations and warranties contained in Article III of this Agreement shall, except to the extent that they relate solely to an earlier date, be true in all material respects (or in all respects if such representation or warranty is qualified by materiality or Material Adverse Effect) with the same effect as though such representations and warranties had been made at such time. 62
Sample 1

Related to Consolidation, Merger, Sale, etc

  • Consolidation, Merger, etc In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • 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.

  • Consolidation, Merger, Sale of Assets, etc The Borrower will not, and will not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or merge or consolidate, or convey, sell, lease or otherwise dispose of all or any part of its Property, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent:

  • Reorganization, Consolidation, Merger, etc In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

  • Consolidation, Merger, Sale of Assets (a) Neither the Borrower nor any of its Material Subsidiaries (in one transaction or series of transactions) will wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, except any merger, consolidation, dissolution or liquidation (i) in which the Borrower is the surviving entity or if the Borrower is not a party to such transaction then a Subsidiary is the surviving entity or the successor to the Borrower has unconditionally assumed in writing all of the payment and performance obligations of the Borrower under this Agreement and the other Fundamental Documents, (ii) in which the surviving entity becomes a Subsidiary of the Borrower immediately upon the effectiveness of such merger, consolidation, dissolution or liquidation, or (iii) involving a Subsidiary in connection with a transaction permitted by Section 6.2(b); provided, however, that immediately prior to and on a Pro Forma Basis after giving effect to any such transaction described in any of the preceding clauses (i), (ii) and (iii) no Default or Event of Default has occurred and is continuing.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • 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.

  • Reclassification, Consolidation, Merger, etc In case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company as an entirety, the Holders shall thereafter have the right to purchase the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owners of the shares of Common Stock underlying the Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Warrants and (y) the Exercise Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance as if such Holders had exercised the Warrants.

  • Adjustment for Reorganization, Consolidation, Merger In case of any reorganization of the Company (or of any other corporation or entity, the stock or other securities of which are at the time receivable on the exercise of this Warrant), after the date of this Warrant, or in case, after such date, the Company (or any such corporation or entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to another corporation or entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation or entity in such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation's or entity's obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.

  • Adjustment for Reorganization Consolidation Merger Etc In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the Grant Date or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 8.1; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation.

Time is Money Join Law Insider Premium to draft better contracts faster.