Liquidation and Amalgamation Clause Samples
Liquidation and Amalgamation. 14.10.1 Enter into any merger, consolidation, amalgamation, statutory arrangement (involving a business combination) or other reorganization, or liquidate, wind-up or dissolve itself (or suffer any liquidation, wind-up or dissolution), or any Capital Reorganization, other than:
14.10.1.1 any Capital Reorganization of a Guarantor;
14.10.1.2 any Capital Reorganization of the Borrower in which the holders of the Equity Interests of the Borrower immediately prior to the Capital Reorganization continue to have, directly or indirectly, more than 50% of the Equity Interests of the Borrower or applicable Successor Entity immediately after such Capital Reorganization and no Default or Event of Default would result from such Capital Reorganization;
14.10.1.3 any Subsidiary of an Obligor that is not an Obligor may be merged, amalgamated or consolidated (including by way of liquidation or wind-up) with or into an Obligor so long as no Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation;
14.10.1.4 an Obligor (the “Predecessor Obligor”) may be merged, amalgamated or consolidated with or into any other Person (which may be an Obligor) provided that:
(a) the successor entity formed as a result of such merger, consolidation, amalgamation, statutory arrangement or other reorganization (each, a “Successor Entity”) shall (i) have the corporate (or analogous) power and authority to perform the obligations of the Predecessor Obligor under the Loan Documents to which the Predecessor Obligor is party, (ii) expressly confirm and, if necessary, assume all the obligations of the Predecessor Obligor under this Agreement and the other Loan Documents to which the Predecessor Obligor is a party pursuant to such documentation as may be reasonably satisfactory to the Agent;
(b) the merger, amalgamation or consolidation does not materially impair the ability of any Obligor to perform its obligations under any Loan Document to which it is a party; and
(c) no Default or Event of Default is then existing and no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation.
Liquidation and Amalgamation. Liquidate or dissolve or take any steps to amalgamate, consolidate or effect any restructuring or corporate or capital reorganization, or change its head or registered office, except where (i) (a) the surviving entity of any such amalgamation or merger assumes all of the obligations hereunder and (b) the transaction in question is between a member of the VL Group and its wholly-owned Subsidiaries or is among wholly-owned Subsidiaries of the same member of the VL Group; or (ii) in all other cases, the transaction in question, in the sole opinion of the Lenders, acting reasonably, does not have a detrimental effect on the financial condition of the VL Group, taken as a whole, or on the position of the Lenders and their Security under the Security Documents or otherwise. Notwithstanding the foregoing, no member of the VL Group may become a Subsidiary of a Person who is a non-resident of Canada within the meaning of the Income Tax Act (Canada), without the prior written consent of the Lenders.
Liquidation and Amalgamation. Liquidate or dissolve or take any steps to amalgamate, consolidate or effect any restructuring or corporate or capital reorganization, or change its head or registered office, except where (i) (a) the surviving entity of any such amalgamation or merger assumes all of the obligations hereunder and (b) the transaction in question is between a member of the VL Group and its wholly-owned Subsidiaries or is among wholly-owned Subsidiaries of the same member of the VL Group; or (ii) in all other cases, the transaction in question, in the sole opinion of the Lenders, acting reasonably, does not have a detrimental effect on the financial condition of the VL Group or on the position of the Lenders and their Security under the Security Documents or otherwise. Notwithstanding the foregoing, no member of the VL Group may become a Subsidiary of (i) CF Cable TV Inc. until the CF Cable Notes have been repaid in full, or (ii) a Person who is a non-resident of Canada within the meaning of the Income Tax Act (Canada), without the prior written consent of the Lenders. For greater certainty, the Lenders hereby consent to the Merger pursuant to this Section13.1 (ii), subject to compliance with the conditions precedent set out in Sections 10.2 and 10.3, and subject to the following:
13.1.1 All of the representations and warranties and covenants contained herein shall apply to VTL as and from the date of the Merger;
13.1.2 VTL shall become a member of the VL Group as and from the date of the Merger;
13.1.3 each of the Security Documents with respect to movable (personal) property referred to in subsection 9.2.9 shall have been executed, delivered, issued or assigned and registered or published, as the case may be, wherever required, and provided that the Security Documents required with respect to immovable property are executed, delivered and registered or published, as the case may be, wherever required, within 60 days following the Merger as set out in subsection 9.2.9; and
13.1.4 The Borrower shall have delivered to the Agent a certificate in the form of Schedule “F” signed by an officer stipulating and certifying that:
(a) such officer has taken cognizance of all the terms and conditions of this Agreement and of all contracts, agreements and deeds pertaining hereto;
(b) no Default or Event of Default has occurred or exists hereunder;
(c) the corporate structure of the VL Group is as set out in the diagram attached to the certificate;
(d) Videotron Telecom Ltd. has no Debt a...
Liquidation and Amalgamation. Liquidate or dissolve or take any steps to amalgamate, consolidate or effect any restructuring or corporate or capital reorganization, or change its head or registered office, except where (i) (a) the surviving entity of any such amalgamation or merger assumes all of the obligations hereunder and (b) the transaction in question is between a member of the VL Group and its wholly-owned Subsidiaries or is among wholly-owned Subsidiaries of the same member of the VL Group; or (ii) in all other cases, the transaction in question, in the sole opinion of the Lenders, acting reasonably, does not have a detrimental effect on the
Liquidation and Amalgamation. Liquidate or dissolve or take any steps to amalgamate, consolidate or effect any restructuring or corporate or capital reorganization, or change its head or registered office, except where (a) the surviving entity of any such amalgamation or merger assumes all of the obligations hereunder; (b) the transaction in question is between a member of the VL Group and its wholly-owned Subsidiaries or is among wholly-owned Subsidiaries of the same member of the VL Group, and (c) the transaction in question, in the sole opinion of the Lenders, acting reasonably, does not have a detrimental effect on the financial condition of the VL Group or on the position of the Lenders and their Security under the Security Documents or otherwise. Notwithstanding the foregoing, no member of the VL Group may become a Subsidiary of (i) CF Cable TV Inc. until the CF Cable Notes have been repaid in full, or (ii) a Person who is a non-resident of Canada within the meaning of the Income Tax Act (Canada), without the prior written consent of the Lenders.
Liquidation and Amalgamation. Liquidate or dissolve or take any steps to amalgamate, consolidate or effect any restructuring or corporate or capital reorganization (other than a transaction of the kind described in this Section 13.1 among the Borrower and/or one or more Authorized Restricted Subsidiaries), or change the province, State or country, as the case may be, of its head or registered office, without the prior written consent of the Agent and the Majority Lenders, which shall not be unreasonably withheld provided that the position of the Lenders is not adversely affected by such reorganization. Notwithstanding the foregoing, the Borrower and the Restricted Subsidiaries may enter into such a transaction if:
13.1.1 No Default or Event of Default exists immediately prior to, or would exist upon effecting, such transaction; and
13.1.2 The Person resulting from any such transaction shall have expressly assumed in writing in favour of the Agent and the Lenders all the obligations of the predecessor corporations and shall have executed, signed and delivered all deeds and documents and done such other acts and things as, in the opinion of the Agent and the Lenders, are necessary or desirable, all in form and substance satisfactory to the Agent and Lenders; and
13.1.3 The Agent shall have received all deeds, documents and instruments referred to in subsection 13.1.2 and a favourable opinion of counsel to the Borrower, acceptable to the Agent, the Lenders and their counsel, that the transaction is on such terms as substantially to preserve and not impair the legal rights of the Agent and the Lenders under this Agreement and the Guarantees; and
13.1.4 In the opinion of the Majority Lenders, the credit worthiness of the Person resulting from any such transaction is at least as good as the Borrower's or the relevant Restricted Subsidiary's prior to such transaction.
Liquidation and Amalgamation. 14.10.1 Enter into any merger, consolidation, amalgamation, statutory arrangement (involving a business combination) or other reorganization, or liquidate, wind-up or dissolve itself (or suffer any liquidation, wind-up or dissolution), or any Capital Reorganization, other than:
14.10.1. 1 any Capital Reorganization of a Guarantor;
Liquidation and Amalgamation. Charges..................................................... 44 13.3 Asset Dispositions....