Fundamental Changes Only on Certain Terms Sample Clauses

Fundamental Changes Only on Certain Terms. After the Company has paid in full the principal of and all accrued interest (including Secondary Securities, as defined in the Collateralized Note Indenture issued with respect thereto) on the Senior Securities, the Company will not, and will not permit any of its Subsidiaries to, (i) amend the Partnership Agreement or the Sunbelt Partnership Agreement other than to add additional limited partners or general partners pursuant to the terms thereof, alter the obligations of the Huntway General Partners under the Partnership Agreement or the Sunbelt General Partner under the Sunbelt Partnership Agreement, allow the General Partner or the Special General Partner to withdraw from the Partnership Agreement or the related partnership or to sell or otherwise transfer any of their partnership interests in the Company to any Person such that they cease to be the sole Huntway General Partners, allow Reprise to withdraw from either the General Partner partnership or the Special General Partner partnership, add any Person as a general partner to the General Partner partnership or the Special General Partner partnership or allow the Company to withdraw from the Sunbelt partnership or to sell or otherwise transfer any of its Sunbelt partnership interests to any Person such that the Company ceases to be the Sunbelt Managing General Partner, or add any person as a general partner such that the Company ceases to be the Sunbelt Managing General Partner, without the express prior written consent of the Requisite Holders of Securities; provided, however, that the Company or any of its Subsidiaries may alter the existence of the limited partners of the Company in accordance with the provisions of the Partnership Agreement and that Sunbelt may alter the existence of the limited partners in accordance with the provisions of Articles V and VI of the Sunbelt Partnership Agreement, or (ii) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or rights related thereto, property (whether leased or owned in fee) or fixed assets outside of the ordinary course of business consistent with past practices, whether now owned or hereafter acquired or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of...
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Fundamental Changes Only on Certain Terms. Section 419 of the Senior Indenture is amended by (A) inserting the words "(except pursuant to the Anticipated Merger)" after the word "Partners" in the eighth line of such Section; (B) inserting the words "prior to the Anticipated Merger" before the word "allow" in the eighth line of such Section and before the word "add" in the ninth line of such Section; (C) inserting the following as a new subsection (d) and relettering existing subsection (d) as subsection (e): "(d) the Company may effect the Anticipated Merger; and"; and (D) inserting the following text at the end of Section 419: "Upon any consolidation or merger of the Company or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with this Section 419, the successor formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made, as the case may be, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor person had been named as the Company herein or therein.
Sample 1
Fundamental Changes Only on Certain Terms. Section 419 of the Junior Indenture is amended by (i) inserting the words "and the Convertible Notes" after the word "Securities" in the third line of such Section; (ii) amending and restating clause (d) thereof to read as follows: "(d) the Company may effect the Anticipated Merger; and" and (iii) inserting the following text at the end of such Section: "Upon any consolidation or merger of the Company or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with this Section 419, the successor formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made, as the case may be, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor person had been named as the Company herein or therein."
Sample 1
Fundamental Changes Only on Certain Terms. The Company will not, and will not permit any of its Subsidiaries to, (i) amend the Huntway Partnership Agreement or the Sunbelt Partnership Agreement other than to add additional limited partners or general partners pursuant to the terms thereof, alter the obligations of the Huntway General Partners under the Huntway Partnership Agreement or the Sunbelt General Partner under the Sunbelt Partnership Agreement, allow the Huntway Managing General Partner or the Special General Partner to withdraw from the Huntway Partnership Agreement or the related partnership or to sell or otherwise transfer any of their partnership interests in the Company to any Person such that they cease to be the sole Huntway General Partners (except pursuant to the Conversion), prior to the Conversion allow Reprise to withdraw from either the Huntway Managing General Partner partnership or the Special General Partner partnership, prior to the Conversion add any Person as a general partner to the Huntway Managing General Partner partnership or the Special General Partner partnership or allow the Company to withdraw from the Sunbelt partnership or to sell or otherwise transfer any of its Sunbelt partnership interests to any Person such that the Company ceases to be the Sunbelt Managing General Partner, or add any person as a general partner such that the Company ceases to be the Sunbelt Managing General Partner, without, in each case, the express prior written consent of Three-Fourths in Interest of the Purchasers; provided, however, that the Company or any of its Subsidiaries may alter the existence of the limited partners of the Company in accordance with the provisions of the Huntway Partnership Agreement and that Sunbelt may alter the existence of the limited partners of Sunbelt in
Sample 1

Related to Fundamental Changes Only on Certain Terms

  • Only on Certain Terms The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

  • Issuer May Consolidate, etc., Only on Certain Terms (a) The Issuer shall not consolidate or merge with or into any other Person, unless:

  • Company May Consolidate, Etc., Only on Certain Terms The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

  • Company May Consolidate, Etc. on Certain Terms Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:

  • Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms Except in a transaction resulting in the release of a Subsidiary Guarantor in accordance with the terms of this Indenture, each Subsidiary Guarantor shall not, and the Company shall not permit any Subsidiary Guarantor to, in a single or a series of related transactions, consolidate or merge with or into any Person (other than the Company or another Subsidiary Guarantor) or permit any Person (other than another Subsidiary Guarantor) to consolidate or merge with or into such Subsidiary Guarantor or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its assets unless, in each case:

  • Issuing Entity May Consolidate, etc., Only on Certain Terms (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless:

  • Guarantors May Consolidate, etc., on Certain Terms Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

  • Certain Terms The following terms (whether or not underscored) when used in this Security Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

  • Definitions Certain Terms Section 1.01

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

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