Corporate Existence; Mergers Sample Clauses

Corporate Existence; Mergers. Each Obligor shall at all times maintain its corporate existence. In addition, each Obligor shall not, without prior written consent of the Noteholders, dissolve or otherwise dispose of all or substantially all of its assets, in one transaction or a series of transactions, or consolidate with or merge into another Person, unless:
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Corporate Existence; Mergers. The Borrower shall preserve and maintain in full force and effect its corporate existence and rights and those of its Subsidiaries, and not merge or 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 acquire all or substantially all of the assets of, any Person or permit any of its Subsidiaries to do so, except that (v) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into the Borrower if the surviving entity is the Borrower, or transfer assets to, or acquire assets of the Borrower so long as such assets do not constitute all or substantially all of the assets of the Borrower, (w) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into, or transfer assets to, or acquire assets of, any other Subsidiary of the Borrower other than a Specified Subsidiary, (x) the Borrower and its Subsidiaries may acquire all or substantially all of the assets of any Person if the surviving entity is the Borrower or such Subsidiary, as the case may be, (y) any Specified Subsidiary may merge or consolidate with or into, or transfer assets to, the Borrower or any of its Subsidiaries, provided that the Borrower or such Subsidiary other than a Specified Subsidiary is the surviving entity and (z) the Borrower may cause the change of its jurisdiction by way of merger or otherwise, upon consent of the Majority Lenders, which consent shall not unreasonably be denied. Notwithstanding the foregoing, neither Windstar Sail Cruises Ltd., nor any of its Subsidiaries shall (y) acquire any of the assets of the Borrower or any of its other Subsidiaries or (z) merge or consolidate with or into the Borrower or any of its other Subsidiaries unless the resulting entity is the Borrower or one of the Borrower's Subsidiaries other than Windstar Sail Cruises Ltd. or any of its Subsidiaries.
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Corporate Existence; Mergers. (i) Each of the Guarantor and the Borrowers shall preserve and maintain in full force and effect its corporate or partnership existence and rights, and not merge or 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 acquire all or substantially all of the assets of, any Person. Each of the Borrowers and the Guarantor shall ensure that during the term of the Loan, OCM Ajax Investments, Inc. has no less than fifty one percent (51%) of the capital contributions and sharing ratio of the Guarantor and that OCM Ajax Investments, Inc. continues to be an Affiliate of a fund managed by Oaktree Capital Management, LLC.
Sample 1
Corporate Existence; Mergers. STAC shall at all times maintain its corporate existence and shall not, without prior written consent of the Required Purchasers, dissolve or otherwise dispose of all or substantially all of its assets, in one transaction or a series of transactions, or consolidate with or merge into another corporation; except that STAC may merge into the Company and the transactions contemplated by Section 4.11 may occur without any prior written consent of the Required Purchasers.
Sample 1

Related to Corporate Existence; Mergers

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Corporate Existence; Subsidiaries Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain its corporate existence, subject to the provisions of Section 7.12 hereof. Together with any financial statements delivered pursuant to Section 7.6 hereof, Borrower shall deliver an updated Schedule 5.2 to reflect any changes from the existing Schedule 5.2.

  • Corporate Existence and Standing Each of the Borrower and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

  • Separate Corporate Existence The Transferor shall:

  • Separate Existence Except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Member and the Managers shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Member, Affiliates of the Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall:

  • Corporate Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its corporate existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Taxes The Company shall, until at least the Termination Date, maintain its corporate existence in good standing and, once it becomes a "Reporting Issuer" (defined as a Company which files periodic reports under the Exchange Act), remain a Reporting Issuer (provided, however, that the foregoing covenant shall not prevent the Company from entering into any merger or corporate reorganization as long as the surviving entity in such transaction, if not the Company, assumes the Company's obligations with respect to the Common Stock and has Common Stock listed for trading on a stock exchange or on Nasdaq and is a Reporting Issuer) and shall pay all its taxes when due except for taxes which the Company disputes.

  • Corporate Existence; Conflicting Agreements The Company will take all steps necessary to preserve and continue the corporate existence of the Company. The Company shall not enter into any agreement, the terms of which agreement would restrict or impair the right or ability of the Company to perform any of its obligations under this Agreement or any of the other agreements attached as exhibits hereto.

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