Merger, Acquisition, Sale of Assets and Liquidation Sample Clauses

Merger, Acquisition, Sale of Assets and Liquidation. The Parent will --------------------------------------------------- not, and will not permit or cause any Material Subsidiary to, enter into any merger or consolidation with any Pledged Subsidiary, and the Parent will not, and will not permit or cause any Subsidiary whose assets (excluding intercompany accounts) comprise greater than ten percent (10%) of Consolidated Total Assets, to wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation with any other Person, or sell or otherwise dispose of all or substantially all of its assets to any other Person; provided, however, -------- ------- that
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Merger, Acquisition, Sale of Assets and Liquidation. The Borrower will not, and will not permit or cause any Material Subsidiary to, enter into any merger or consolidation with any Pledged Subsidiary, and the Borrower will not wind up, liquidate or dissolve its affairs, or enter into any transaction of merger (unless (x) the Borrower, is the surviving corporation, and (y) immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing) or consolidation with any other Person, or sell or otherwise dispose of all or substantially all of its assets to any other Person. The restrictions contained in this Section 7.3 shall not apply to Unrestricted Margin Stock.
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Merger, Acquisition, Sale of Assets and Liquidation. Enter into any merger or consolidation with any Pledged Subsidiary or any other Person, or sell, lease, assign, distribute or otherwise dispose of all or any material portion of its assets or liquidate in whole or in part, or permit any Material Subsidiary to enter into any merger or consolidation with any Pledged Subsidiary or any other Person, or sell, lease, assign, distribute or dispose of all or any material portion of its assets or liquidate in whole or in part; except that (i) the Borrower may merge or consolidate with any Subsidiary (other than a Pledged Subsidiary) or other Person incorporated under the laws of a State of the United States of America, if the Borrower is the surviving corporation and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (ii) any Subsidiary (other than a Pledged Subsidiary) may be merged or consolidated into, or may be liquidated into, or may sell, lease or transfer assets to, the Borrower or a Wholly-Owned Subsidiary (other than a Pledged Subsidiary), if, in the case of a merger or consolidation, the Borrower or the Wholly-Owned Subsidiary is the surviving corporation and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing. The restrictions contained in this Section 10.3 relating to the sale, lease, assignment, distribution and disposal of assets shall not apply to Unrestricted Margin Stock.
Sample 1
Merger, Acquisition, Sale of Assets and Liquidation. The Borrower will not, and will not permit or cause any Material Subsidiary to, enter into any merger or consolidation with any Pledged Subsidiary, and the Borrower will not wind up, liquidate or dissolve its affairs, or enter into any transaction of merger (unless (x) (A) the Borrower is the surviving corporation or (B) an Account Party is the surviving Person and, if such merger involves an Account Party merging into another Account Party, the Administrative Agent shall have received such documents, certificates and opinions in connection with such merger affirming the effectiveness of this Agreement and the other Credit Documents and the liability of the surviving Account Party for the Obligations of the merged Account Party as the Administrative Agent shall have reasonably requested and (y) immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing) or consolidation with any other Person, or sell or otherwise dispose of all or substantially all of its assets to any other Person. The restrictions contained in this Section 8.3 shall not apply to Unrestricted Margin Stock.
Sample 1
Merger, Acquisition, Sale of Assets and Liquidation. The Borrower shall not enter into any merger or consolidation with any Person, or sell, lease, assign, distribute or otherwise dispose of all or any material portion of its assets or liquidate in whole or in part, or permit any Subsidiary to enter into any merger or consolidation with any Person, or sell, lease, assign, distribute or dispose of all or any material portion of its assets or liquidate in whole or in part, except that (i) the Borrower may merge or consolidate with any Subsidiary or other Person incorporated under the laws of Bermuda or a State of the United States, if the Borrower is the surviving corporation and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (ii) any Subsidiary may be merged or consolidated into, or may be liquidated into, or may sell, lease or transfer assets to, the Borrower or a Wholly Owned Subsidiary, if, in the case of a merger or consolidation, (x) the Borrower or such Wholly Owned Subsidiary is the surviving corporation, (y) in the event such Subsidiary is a Collateral Subsidiary, a security agreement in a form satisfactory to the Agent is executed and delivered to the Agent pursuant to which all the shares of Capital Stock (other than, if applicable, any share issued to the holder of the MIDL Director Share or any preferred shares issued to the holders of MH Preferred Shares and IPC Preferred Shares in connection with such merger or consolidation, provided that such -------- preferred shares have terms substantially similar to the terms of the MH Preferred Shares and the IPC Preferred Shares, respectively) of such surviving corporation is pledged to the Agent for the benefit of the Lenders, and (z) immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing.
Sample 1

Related to Merger, Acquisition, Sale of Assets and Liquidation

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Consolidation, Merger, Sale of Assets (a) Neither the Borrower nor any of its Material Subsidiaries (in one transaction or series of transactions) will wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, except any merger, consolidation, dissolution or liquidation (i) in which the Borrower is the surviving entity or if the Borrower is not a party to such transaction then a Subsidiary is the surviving entity or the successor to the Borrower has unconditionally assumed in writing all of the payment and performance obligations of the Borrower under this Agreement and the other Fundamental Documents, (ii) in which the surviving entity becomes a Subsidiary of the Borrower immediately upon the effectiveness of such merger, consolidation, dissolution or liquidation, or (iii) involving a Subsidiary in connection with a transaction permitted by Section 6.2(b); provided, however, that immediately prior to and on a Pro Forma Basis after giving effect to any such transaction described in any of the preceding clauses (i), (ii) and (iii) no Default or Event of Default has occurred and is continuing.

  • Consolidation, Merger, Sale of Assets, etc The Borrower will not, and will not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or merge or consolidate, or convey, sell, lease or otherwise dispose of all or any part of its Property, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent:

  • Merger/Sale of Assets A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

  • Consolidation, Merger or Sale of Assets Nothing in this Agreement shall preclude the Company from consolidating with, merging into, or transferring all or substantially all of its assets to another entity which assumes all of the Company’s obligations and undertakings hereunder. Upon such a consolidation, merger or transfer of assets, the term “Company” as used herein shall mean such other entity, and this Agreement shall continue in full force and effect.

  • Merger, Sale of Assets, etc Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

  • Consolidation, Merger and Sale of Assets The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless:

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Merger or Sale of Assets In the event that the Company shall effect (i) any consolidation or merger of the Company with or into any other person in which those holding more than 50% of the voting power of the Company prior to the consolidation or merger no longer hold more than 50% of the voting power of the surviving entity, or (ii) the sale or other disposition of all or substantially all of the Company's assets to any other person, in such a way that the holders of Common Stock shall be entitled to receive cash, securities, evidences of indebtedness or other property with respect to or in exchange for their shares of Common Stock, then, in each such event and as a condition precedent to the consummation thereof, the Company or such other person as is formed by or survives such consolidation or merger or acquires such assets, as the case may be, shall execute and deliver to the Holder, without payment of any additional consideration therefor, a new Warrant (in form and substance approved by the Holder, which approval shall not be unreasonably withheld or delayed) providing that the Holder shall have the right thereafter, during the period such Warrant shall remain outstanding, to exercise such Warrant into the kind and amount of cash, securities, evidences of indebtedness and other property as the Holder would have received had the Holder been the record owner, at the time of such consolidation, merger, sale or disposition, of that number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the consummation of such consolidation, merger, sale or disposition. If the holders of the Common Stock may elect from choices the kind and/or amount of cash, securities, evidences of indebtedness and other property receivable upon such consolidation, merger, sale or disposition, then, for purposes of this Section 3(d), the kind and amount of cash, securities, evidences of indebtedness and other property receivable by the Holder upon exercise of such new Warrant shall be specified by the Holder, which specification shall be made by the Holder by the later of (I) ten (10) business days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, or (II) the last time at which the holders of Common Stock are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder's choice shall be deemed to be whatever choice is made by a plurality of the holders of Common Stock not affiliated with the Company or, in the case of a consolidation, merger, sale or disposition, the other parties thereto. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The foregoing provisions shall similarly apply to successive consolidations, mergers or asset acquisitions.

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