Common use of Limitations on Mergers, Consolidations and Sales of Assets Clause in Contracts

Limitations on Mergers, Consolidations and Sales of Assets. The Company will not (a) consolidate with or merge into any other Person, or permit any other Person to merge into the Company, unless (i) the surviving or continuing Person shall be either the Company or another solvent corporation organized under the laws of any state of the United States or the District of Columbia having long term unsecured debt which is rated "BBB" or better by Standard & Poor's Corporation or "Baa" or better by Xxxxx'x Investors Service, Inc., (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to their tenor, and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such Stepan Company Amended and Restated Note Agreement holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' right generally and by general equitable principles, and (iii) no Event of Default shall exist at the time of, or result from, such merger or consolidation; or (b) sell, lease, transfer or otherwise dispose of all or any substantial part of its property and assets. For the purposes of this Section 10.8 and Section 10.2(e), a sale, lease, transfer or disposition of properties or assets of the Company or a Restricted Subsidiary shall be deemed to be of a "substantial part" thereof only if the fair market value of such properties or assets, when added to the fair market value of all other properties or assets sold, leased, transferred or disposed of by the Company and its Restricted Subsidiaries, other than (x) in the ordinary course of business, or (y) in an Approved Transaction, during the 365 day period ending on the date of the consummation of such sale, lease, transfer or disposition exceeds 15% of the Consolidated Assets of the Company and its Restricted Subsidiaries determined as of the end of the Company's immediately preceding fiscal year.

Limitations on Mergers, Consolidations and Sales of Assets. The Company will not (a) consolidate with or merge into any other Person, or permit any other Person to merge into the Company, unless (i) the surviving or continuing Person shall be either the Company or another solvent corporation organized under the laws of any state of the United States or the District of Columbia having long term unsecured debt which is rated "BBB" or better by Standard & Poor's Corporation or "Baa" or better by Xxxxx'x Investors Service, Inc., (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to their tenor, and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such Stepan Company Amended and Restated Note Agreement holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' right generally and by general equitable principles, and (iii) no Event of Default shall exist at the time of, or result from, such merger or consolidation; or (b) sell, lease, transfer or otherwise dispose of all or any substantial part of its property and assets. For the purposes of this Section 10.8 and Section 10.2(e), a sale, lease, transfer or disposition of properties or assets of the Company or a Restricted Subsidiary shall be deemed to be of a "substantial part" thereof only if the fair market value of such properties or assets, when added to the fair market value of all other properties or assets sold, leased, transferred or disposed of by the Company and its Restricted Subsidiaries, other than (x) in the ordinary course of business, or (y) in an Approved Transaction, during the 365 day period ending on the date of the consummation of such sale, lease, transfer or disposition exceeds 15% of the Consolidated Assets of the Company and its Restricted Subsidiaries determined as of the end of the Company's immediately preceding fiscal year.

Limitations on Mergers, Consolidations and Sales of Assets. The Company will not (a) consolidate with or merge into any other Person, or permit any other Person to merge into the Company, unless (i) the surviving or continuing Person shall be either the Company or another solvent corporation organized under the laws of any state of the United States or the District of Columbia having long term unsecured debt which is rated "BBB" or better by Standard & Poor's Corporation or "Baa" or better by Xxxxx'x Investors Service, Inc., (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to their tenor, and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such Stepan Company Amended and Restated Note Agreement holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' right generally and by general equitable principles, and (iii) no Event of Default shall exist at the time of, or result from, such merger or consolidation; or (b) sell, lease, transfer or otherwise dispose of all or any substantial part of its property and assets. For the purposes of this Section 10.8 and Section 10.2(e), a sale, lease, transfer or disposition of properties or assets of the Company or a Restricted Subsidiary shall be deemed to be of a "substantial part" thereof only if the fair market value of such properties or assets, when added to the fair market value of all other properties or assets sold, leased, transferred or disposed of by the Company and its Restricted Subsidiaries, other than (x) in the ordinary course of business, or (y) in an Approved Transaction, during the 365 day period ending on the date of Stepan Company Amended and Restated Note Agreement the consummation of such sale, lease, transfer or disposition exceeds 15% of the Consolidated Assets of the Company and its Restricted Subsidiaries determined as of the end of the Company's immediately preceding fiscal year.

Limitations on Mergers, Consolidations and Sales of Assets. The Company will not (a) consolidate with or merge into any other Person, or permit any other Person to merge into the Company, unless (i) the surviving or continuing Person shall be either the Company or another solvent corporation organized under the laws of any state of the United States or the District of Columbia having long term unsecured debt which is rated "BBB" or better by Standard & Poor's Corporation or "Baa" or better by Xxxxx'x Investors Service, Inc., (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to their tenor, and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such Stepan Company Amended and Restated Note Agreement holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' right generally and by general equitable principles, and (iii) no Event of Default shall exist at the time of, or result from, such merger or consolidation; or (b) sell, lease, transfer or otherwise dispose of all or any substantial part of its property and assets. For the purposes of this Section 10.8 and Section 10.2(e), a sale, lease, transfer or disposition of properties or assets of the Company or a Restricted Subsidiary shall be deemed to be of a "substantial part" thereof only if the fair market value of such properties or assets, when added to the fair market value of all other properties or assets sold, leased, transferred or disposed of by the Company and its Restricted Subsidiaries, other than (x) in the ordinary course of business, or (y) in an Approved Transaction, during the 365 day period ending on the date of the consummation of such sale, lease, transfer or disposition exceeds 15% of the Consolidated Assets of the Company and its Restricted Subsidiaries determined as of the end of the Company's immediately preceding fiscal year.. Stepan Company Amended and Restated Note Agreement

Limitations on Mergers, Consolidations and Sales of Assets. The Company will not (a) consolidate with or merge into any other Person, or permit any other Person to merge into the Company, unless (i) the surviving or continuing Person shall be either the Company or another solvent corporation organized under the laws of any state of the United States or the District of Columbia having long term unsecured debt which is rated "BBB" or better by Standard & Poor's Corporation or "Baa" or better by Xxxxx'x Investors Service, Inc., (ii) the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to their tenor, and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such Stepan Company Amended and Restated Note Agreement holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' right generally and by general equitable principles, and (iii) no Event of Default shall exist at the time of, or result from, such merger or consolidation; or (b) sell, lease, transfer or otherwise dispose of all or any substantial part of its property and assets. Stepan Company Amended and Restated Note Agreement For the purposes of this Section 10.8 and Section 10.2(e), a sale, lease, transfer or disposition of properties or assets of the Company or a Restricted Subsidiary shall be deemed to be of a "substantial part" thereof only if the fair market value of such properties or assets, when added to the fair market value of all other properties or assets sold, leased, transferred or disposed of by the Company and its Restricted Subsidiaries, other than (x) in the ordinary course of business, or (y) in an Approved Transaction, during the 365 day period ending on the date of the consummation of such sale, lease, transfer or disposition exceeds 15% of the Consolidated Assets of the Company and its Restricted Subsidiaries determined as of the end of the Company's immediately preceding fiscal year.