Liquidations and Mergers Sample Clauses

Liquidations and Mergers. Prepare and review all items relating to liquidation of funds. Provide tax advice related to fund mergers in addition to preparing and reviewing all related tax documents relevant to the merger.
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Liquidations and Mergers. Borrower and Guarantor each shall not liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture or other combination, except for joint ventures permitted in Paragraph 6.10 above; and (b) any merger whose primary purpose is to reincorporate in another state; provided that Borrower provides to Banks such documentation as reasonably required by either Bank;
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Liquidations and Mergers. Not liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture or other combination, except as permitted in Paragraph 8.8(d) of this Agreement;
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Liquidations and Mergers. The Borrower shall not, and shall not suffer ------------------------ or permit any of its Subsidiaries to, liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture, or other combination, except that any Subsidiary may merge (i) with the Borrower, provided that the Borrower shall be the continuing or surviving corporation, or (ii) with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving corporation.
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Liquidations and Mergers. Liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture or other combination.
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Liquidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary to, (i) liquidate or dissolve, (ii) enter into any consolidation, merger, partnership, joint venture, or other combination, or (iii) acquire or purchase control of, or the assets or business of, any other Person, except that (a) any Subsidiary may merge with the Borrower, provided that the Borrower shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving corporation; (b) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or another wholly-owned Subsidiary, and (c) notwithstanding clauses (ii) and (iii), the Borrower and its Subsidiaries may enter into any consolidation, merger, partnership, joint venture or other combination with, make loans or other extensions of credit to or other investments in, or purchase or acquire control or any part of the capital stock, assets or business of, any other Person if (w) such Persons are engaged in business activities (including development activities) or operations substantially similar to or related to present software and other business activities and operations of the Borrower and its Subsidiaries, (x) immediately prior to and after giving effect thereto, there exists no Default or Event of Default, (y) in the case of a merger of the Borrower, the Borrower is the surviving corporation, and (z) such transaction has been undertaken in accordance with all applicable requirements of law.
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Related to Liquidations 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:

  • DISSOLUTION, LIQUIDATION AND MERGER 44 Section 9.1. Dissolution Upon Expiration Date..............................................................44 Section 9.2.

  • Termination Liquidation and Merger 51 SECTION 9.1. Dissolution Upon Expiration Date....................................................51 SECTION 9.2.

  • 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.

  • 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

  • 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.

  • Reorganizations, Mergers, Consolidations or Sales of Assets If at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation's properties and assets to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder of this Warrant after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicable.

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

  • Mergers, Consolidations and Sales The Borrower shall not, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent:

  • Liquidation and Winding Up In the event of dissolution, the Company shall be wound up and its assets liquidated. In connection with the dissolution and winding up of the Company, the Member or such other person designated by the Member shall proceed with the sale, exchange or liquidation of all of the assets of the Company, and shall conduct only such other activities as are necessary to wind up the Company’s affairs, and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

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