Merger; Acquisitions Clause Samples

Merger; Acquisitions. The Borrower will not merge or consolidate or enter into any analogous reorganization or transaction with any Person or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); acquire all or substantially all of the stock or the assets of another Person except as permitted under Section 6.20; nor permit any Subsidiary to do any of the foregoing; provided, however, (a) any Subsidiary other than a Subsidiary Bank may be merged with or liquidated into the Borrower or any wholly‑owned Subsidiary other than a Subsidiary Bank (if the Borrower or such wholly‑owned Subsidiary is the surviving corporation), and (b) the Borrower may consummate the Merger (EMFC).

Merger; Acquisitions. The Company shall not: -------------------- (a) consolidate with or merge into any other Person, (b) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Person or division thereof, (c) otherwise acquire or agree to acquire any assets which are material to the Company except in the ordinary course of business consistent with prior practice; or (d) acquire any stock or other equity securities of any Person.

Merger; Acquisitions. Liquidate, dissolve or consolidate, except for transactions involving not more than $50,000.00 each. Merge or acquire any substantial part of the assets of another, except for transactions involving companies in similar lines of business as the Company and so as long as the Company is the surviving entity of any such merger.

Merger; Acquisitions. Except with notice to Century as set forth below, the Company shall not (a) consolidate with or merge into any other Person, (b) convey, transfer or lease all or substantially all of its assets in a single transaction or series of related transactions to any Person, (c) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Person or division thereof, or (d) otherwise acquire or agree to acquire any assets which are material to the Company except in the ordinary course of business consistent with prior practice. Such notice shall be given no earlier than contemporaneously with public disclosure of the occurrence or pendency of such an event, and in such notice the Company shall disclose to Century whether it supports the occurrence of such event.

Merger; Acquisitions. Liquidate, dissolve, consolidate or merge with, or sell any substantial part of its assets or acquire any substantial part of the assets of another, or permit any Subsidiary to do any of the foregoing or engage in any business activities or operations substantially different from or unrelated to those in which the Company or its Subsidiaries were engaged on the date hereof except that any Subsidiary may merge with and into or transfer any part of its assets to the Company and any Borrower may acquire the assets of another business that is engaged in business activities or operations substantially similar to such Borrower's and PROVIDED, FURTHER, that if after giving effect thereto, no Event of Default or Default would exist hereunder.

Merger; Acquisitions. Except for a merger of a Borrower with another Borrower, become a party to any merger or consolidation, or agree to or effect any asset acquisition or disposition or stock acquisition or disposition (other than the acquisition or disposition of assets in the ordinary course of business consistent with past practices, including the acquisition or disposition of Mortgage Loans and property acquired on foreclosure of Mortgages) except (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, and (iii) other dispositions of Service Contracts in an amount not to exceed five percent (5%) of the Servicing Portfolio during any twelve (12) month period.

Merger; Acquisitions. Except with contemporaneous notice to ▇▇▇▇▇▇, the Company shall not (a) consolidate with or merge into any other Person, (b) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Person or division thereof, or (c) otherwise acquire or agree to acquire any assets which are material to the Company except in the ordinary course of business consistent with prior practice.

Merger; Acquisitions. The Borrower will not merge or consolidate or enter into any analogous reorganization or transaction with any Person or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), nor will the Borrower permit any Material Subsidiary to do any of the foregoing; provided, however, any (a) Subsidiary or (b) a Person acquired in connection with a Permitted Acquisition, may be merged with or liquidated into the Borrower or any wholly-owned Subsidiary (if the Borrower or such wholly-owned Subsidiary is the surviving corporation).

Merger; Acquisitions. The Borrowers will not, and will not permit any of the other Loan Parties or any of their respective Subsidiaries to, merge or consolidate with or into any other Person, or purchase or otherwise acquire all or substantially all of the assets or equity interests of any other Person, except: (a) any of CL Holdings’ Subsidiaries that is a Loan Party may merge or consolidate with or into, or transfer its assets to, CL Holdings or a Wholly-Owned Domestic Subsidiary of CL Holdings that is a Loan Party; (b) the Foreign Subsidiaries may make Acquisitions with the proceeds received from the Investments made under Section 6.13(j) and/or with cash on hand generated from the Foreign Subsidiaries’ business operations in the ordinary course; and (c) Permitted Acquisitions and other Investments (including, but not limited to, acquisitions of Asset Pools) in each case to the extent permitted under Section 6.13.