Holding Company Formation, Consolidations and Mergers Sample Clauses

Holding Company Formation, Consolidations and Mergers. Notwithstanding anything to the contrary in this Agreement, the Company may form a holding company by merger with or into a single direct or indirect wholly owned subsidiary of the Company, whether under Section 251(g) of the General Corporation Law of Delaware or otherwise, and in connection therewith the Company may sell, lease or transfer any of its properties and assets to such holding company. Upon any consolidation of the Guarantor with, or merger of the Guarantor into, any other Person or any sale, transfer or lease of the properties and assets of the Guarantor as, or substantially as, an entirety by the Guarantor or upon any holding company formation in accordance with the preceding sentence, the successor Person formed by such consolidation or into which the Guarantor is merged or to which such sale, transfer or lease is made, or which constitutes the holding company formed as contemplated in the preceding sentence, shall execute and deliver to the Trust Preferred Guarantee Trustee an instrument of assumption in form satisfactory to the Trust Preferred Guarantee Trustee whereby such successor expressly assumes the due and punctual performance and observance of all of the covenants and conditions of this Trust Preferred Securities Guarantee to be performed by the Guarantor and such successor Person shall thereupon succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Trust Preferred Securities Guarantee with the same effect as if such successor Person had been named originally as the Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Trust Preferred Securities Guarantee. Notwithstanding the foregoing, the predecessor Person may elect, at its option, not to be so relieved of such obligations and covenants, provided that the predecessor Person and the successor Person shall agree in writing to be co-obligors jointly and severally with respect to all such obligations and covenants. Concurrently with the delivery to the Trust Preferred Guarantee Trustee of such instrument of assumption, the Guarantor shall deliver to the Trust Preferred Guarantee Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, sale or lease or the formation of such holding company and the transactions effected in connection therewith and the related instrument of assumptio...
Sample 1
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Holding Company Formation, Consolidations and Mergers. Notwithstanding anything to the contrary in this Agreement, the Guarantor may form a holding company by merger with or into a single direct or indirect wholly owned subsidiary of the Guarantor, whether under Section 251(g) of the General Corporation Law of Delaware or otherwise, and in connection therewith the Guarantor may sell, transfer or lease any of its properties and assets to such holding company. Upon any consolidation of the Guarantor with, or merger of the Guarantor into, any other Person or any sale, transfer or lease of the properties and assets of the Guarantor as, or substantially as, an entirety by the Guarantor or upon any holding company formation in
Sample 1

Related to Holding Company Formation, Consolidations and Mergers

  • Consolidations and Mergers The Company shall not, and shall not suffer or permit any Subsidiary to, merge, 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 in favor of any Person, except:

  • Consolidation and Merger The Borrower will not (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, so long as no Default or Event of Default shall exist or be caused thereby, a Person may be merged or consolidated with or into the Borrower so long as the Borrower shall be the continuing or surviving Person.

  • 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.

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Merger and Consolidation The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

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