Merger and Consolidation; Liquidation and Dissolution Sample Clauses

Merger and Consolidation; Liquidation and Dissolution. The Company agrees that it will maintain its existence as a Pennsylvania corporation, will maintain its status as an entity authorized to conduct business in the Commonwealth of Pennsylvania, and will not sell, assign, transfer or otherwise dispose of all or substantially all of its assets. The Company may merge with or into or consolidate with another entity, and the Project Facilities or this Agreement may be transferred without violating this Section 5.11 provided (i) the net worth of the surviving, resulting or transferee company following the merger consolidation or transfer is equal to or greater than the net worth of the Company immediately preceding the merger, consolidation or transfer; (ii) any litigation or investigations in which the surviving, resulting or transferee company or its officers and directors are involved, and any court, administrative or other orders to which the surviving, resulting or transferee company or its officers and directors are subject, relate to matters arising in the ordinary course of business; (iii) the merger, consolidation or transfer shall not impair the excludability of interest paid on the Bonds from the gross income of the Owners thereof for purposes of federal income taxation pursuant to an opinion of Nationally Recognized Bond Counsel; (iv) the surviving, resulting or transferee company assumes in writing the obligations of the Company under this Agreement and the Bond Documents; (v) after the merger, consolidation or transfer the Project Facilities shall be operated as an authorized project under the Act and (vi) the provisions of Section 1.4(d) are met.
Sample 1
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Related to Merger and Consolidation; Liquidation and Dissolution

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

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

  • Consolidation, Merger, Dissolution, etc Except in connection with a Permitted Asset Disposition, the Credit Parties will not permit any Consolidated Party to merge or consolidate or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, notwithstanding the foregoing provisions of this Section 8.4 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving corporation, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the Parent or the Borrower, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent provided that such Credit Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, (e) any Subsidiary of the Borrower may merge with any Person that is not a Credit Party in connection with an Asset Disposition permitted under Section 8.5, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. It is understood that this Section 8.4 shall not prohibit any Consolidated Party from entering into any agreement of merger or consolidation, but shall prohibit the consummation of any such merger or consolidation (except as permitted pursuant to this Section 8.4).

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Sale of Assets, Consolidation, Merger, Dissolution, Etc Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly,

  • 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.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

  • Dissolution and Liquidation Section 12.1 Dissolution 84 Section 12.2 Continuation of the Business of the Partnership After Dissolution 84 Section 12.3 Liquidator 85 Section 12.4 Liquidation 85 Section 12.5 Cancellation of Certificate of Limited Partnership 86 Section 12.6 Return of Contributions 86 Section 12.7 Waiver of Partition 86 Section 12.8 Capital Account Restoration 86

  • Merger Consolidation and Disposition of Assets None of the Borrower, any Guarantor, any Operating Subsidiary or any wholly-owned Subsidiary will:

  • Termination and Dissolution of the contract

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