Common use of Merger and Consolidation Clause in Contracts

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 47 contracts

Samples: Davita Inc., Renal Treatment (Davita Inc.), Davita Inc.

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Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 25 contracts

Samples: Indenture (J.M. Tull Metals Company, Inc.), Indenture (Mq Associates Inc), Credit Agreement (Cornell Companies Inc)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 20 contracts

Samples: Churchill Downs Incorporated (Churchill Downs Inc), Additional Intercreditor Agreement (Encore Capital Group Inc), Indenture (Ladder Capital Corp)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions, to any Person, unless:

Appears in 18 contracts

Samples: Intercreditor Agreement (Carvana Co.), Indenture (Carvana Co.), Indenture (Carvana Co.)

Merger and Consolidation. The Company will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets to, in a single transaction or series of transactions to any Person, unless; provided that:

Appears in 18 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)

Merger and Consolidation. The Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets to, in a single transaction or series of transactions to any Person, unless; provided that:

Appears in 18 contracts

Samples: Master Note Agreement (Stepan Co), Defined Terms (Stepan Co), Note Purchase Agreement (Stericycle Inc)

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions, to any Person, unless:

Appears in 17 contracts

Samples: Intercreditor Agreement (Ryan Specialty Holdings, Inc.), Ryan Specialty (Ryan Specialty Group Holdings, Inc.), Indenture (Dun & Bradstreet Holdings, Inc.)

Merger and Consolidation. The Company will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets to, in a single transaction or series of transactions to any Person, unless; provided that:

Appears in 14 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

Merger and Consolidation. The Company will not, and will not permit any Restricted Subsidiary to, consolidate with or merge be a party to a merger with or into, any other Person or convey, transfer or lease all or substantially all of its assets to, in a single transaction or series of transactions to any Person; provided, unlesshowever, that:

Appears in 11 contracts

Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all of the assets of the Company and its assets Subsidiaries, taken as a whole, in one or more related transaction to, any Person, unless:

Appears in 10 contracts

Samples: Supplemental Indenture (SM Energy Co), SM Energy Co, Indenture (SM Energy Co)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all of the assets of the Company and its assets Subsidiaries, taken as a whole, in one or more related transactions to, any Person, unless:

Appears in 10 contracts

Samples: Indenture (Goodrich Petroleum Corp), Intercreditor Agreement (SM Energy Co), Indenture (Goodrich Petroleum Corp)

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

Appears in 9 contracts

Samples: Indenture (Petroquest Energy Inc), Indenture (PetroQuest Energy, L.L.C.), Indenture (Petroquest Energy Inc)

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer transfer, lease or lease otherwise dispose of, in one transaction or a series of transactions, all or substantially all the assets of the Company and its assets Restricted Subsidiaries, taken as a whole, to, any Person, unless:

Appears in 7 contracts

Samples: Indenture (CNX Resources Corp), Indenture (CNX Resources Corp), Indenture (CNX Resources Corp)

Merger and Consolidation. (a) The Company will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, to any Person, unless:

Appears in 7 contracts

Samples: Indenture (iHeartMedia, Inc.), Indenture (iHeartMedia, Inc.), Indenture (iHeartMedia, Inc.)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 7 contracts

Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)

Merger and Consolidation. The (a) None of the Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 5 contracts

Samples: Additional Intercreditor Agreement (Encore Capital Group Inc), Additional Intercreditor Agreement (Encore Capital Group Inc), Additional Intercreditor Agreement (Encore Capital Group Inc)

Merger and Consolidation. The Company will not, and will not permit any Restricted Subsidiary to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets to, in a single transaction or series of transactions to any Person, unless; provided that:

Appears in 5 contracts

Samples: Note Purchase Agreement (Amcol International Corp), Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of related transactions, all or substantially all its assets to, any Person, unless:

Appears in 4 contracts

Samples: Fourth Secured Term Loan Agreement (MSX International Inc), Term Loan Agreement (MSX International Inc), MSX International Inc

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of the assets and properties of the Company and its assets toRestricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person, Person unless:

Appears in 4 contracts

Samples: Indenture (Viasat Inc), Supplemental Indenture (Viasat Inc), Indenture (Viasat Inc)

Merger and Consolidation. The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets to, any Personother Person in any one transaction or series of related transactions, or (2) permit any Person to consolidate with or merge into the Company, unless:

Appears in 4 contracts

Samples: Indenture (Aar Corp), Indenture (Aar Corp), Indenture (Aar Corp)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets and its Subsidiaries’ assets (taken as a whole) to, any PersonPerson (or another Restricted Subsidiary), unless:

Appears in 3 contracts

Samples: Indenture (Qorvo, Inc.), Indenture (Qorvo, Inc.), Indenture (Qorvo, Inc.)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets and its Subsidiaries’ assets (taken as a whole) to, any Person, unless:

Appears in 3 contracts

Samples: Indenture (Orbital Atk, Inc.), Indenture (Aecom Technology Corp), Alliant Techsystems Inc

Merger and Consolidation. The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all its properties and assets to, any Personother Person in any one transaction or series of related transactions, or (2) permit any Person to consolidate with or merge into the Company, unless:

Appears in 3 contracts

Samples: Indenture (PSS World Medical Inc), Indenture (Aar Corp), Indenture (Kroll Inc)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets toassets, in one or more related transactions, to any Person, unless:

Appears in 2 contracts

Samples: Indenture (Deluxe Corp), Deluxe Corp

Merger and Consolidation. The Company will may not consolidate with or merge with or intointo any other Person, or convey, transfer or lease all or substantially all its properties and assets to, any to another Person, unless:

Appears in 2 contracts

Samples: Supplemental Indenture (Quicksilver Resources Inc), Quicksilver Resources Inc

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets on a consolidated basis to, any Person, unless:

Appears in 2 contracts

Samples: Second Supplemental Indenture (Cimarex Energy Co), First Supplemental Indenture (Cimarex Energy Co)

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any PersonPerson (other than, as applicable, such mergers, conveyances, transfers, and leases occurring at or contemporaneously with the Effective Time pursuant to the Plan of Reorganization), unless:

Appears in 2 contracts

Samples: Indenture (NBC Acquisition Corp), Indenture (New Nebraska Book Company, Inc.)

Merger and Consolidation. The Company will not merge into or consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to consolidate with or merge with into it; provided that the foregoing restriction does not apply to the merger or intoconsolidation of the Company with, or conveythe sale, lease, transfer or lease other disposition by the Company of all or substantially all of its assets Property to, any Personanother corporation, unlessif:

Appears in 2 contracts

Samples: Note Purchase Agreement (Seaboard Corp /De/), Seaboard Corp /De/

Merger and Consolidation. The Company will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties or assets toin one or more related transactions, any Person, to another Person unless:

Appears in 2 contracts

Samples: Indenture (Portola Packaging, Inc. Mexico, S.A. De C.V.), Indenture (Portola Packaging Inc)

Merger and Consolidation. (a) The Company will not consolidate or amalgamate with or merge with or intointo (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all the assets of the Company and its assets Subsidiaries, taken as a whole, in one or more related transactions to, any Person, unless:

Appears in 2 contracts

Samples: Indenture (Ultra Petroleum Corp), Indenture (Ultra Petroleum Corp)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or assign, convey, transfer transfer, lease or lease otherwise dispose all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions to, any Person, unless:

Appears in 2 contracts

Samples: Supplemental Indenture (Altice USA, Inc.), Supplemental Indenture (Altice USA, Inc.)

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets and its Subsidiaries’ assets (taken as a whole) to, any PersonPerson (or another Subsidiary), unless:

Appears in 2 contracts

Samples: Indenture (Qorvo, Inc.), Indenture (Qorvo, Inc.)

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, into any other corporation or convey, transfer or lease all or substantially all of its properties and assets to, as an entirety to any Person, Person unless:

Appears in 2 contracts

Samples: Ck Witco Corp, Ck Witco Corp

Merger and Consolidation. The (a)The Company will not consolidate with or merge with or intointo any other Person, or sell, lease, convey, assign, transfer or lease otherwise dispose of all or substantially all its properties and assets to, any to another Person, unless:

Appears in 2 contracts

Samples: Supplemental Indenture (Quicksilver Resources Inc), Supplemental Indenture (Quicksilver Resources Inc)

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets and its Subsidiaries’ assets (taken as a whole) to, any Person, unless:

Appears in 1 contract

Samples: Indenture (Aecom)

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Merger and Consolidation. The Company will Holdings shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: NBC Acquisition Corp

Merger and Consolidation. The Company will not consolidate with or merge with or into, or sell, convey, assign, transfer or lease otherwise dispose of all or substantially all its properties and assets to, any Person, unless:

Appears in 1 contract

Samples: Senior Credit and Guaranty Agreement (Pogo Producing Co)

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer transfer, lease, assign or lease otherwise dispose of, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Waiver and Letter Agreement (Xm Satellite Radio Holdings Inc)

Merger and Consolidation. The Company will not consolidate with or merge with or intointo any other corporation, or convey, transfer or lease all or its properties and assets substantially all its assets to, as an entirety to any Person, unless:

Appears in 1 contract

Samples: Insurance Services (Verisk Analytics, Inc.)

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or intointo any other Person or transfer (by lease, assignment, sale or convey, transfer or lease otherwise) all or substantially all of its properties and assets to, any Person, to another Person unless:

Appears in 1 contract

Samples: Macy's, Inc.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or conveysell, transfer assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of the Company and its assets toRestricted Subsidiaries taken as a whole in one or more related transactions, any to another Person, unless:

Appears in 1 contract

Samples: Indenture (Basic Energy Services Inc)

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Indenture (Petroquest Energy Inc)

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all its properties and assets to, any Person, another Person unless:

Appears in 1 contract

Samples: Indenture (Ual Corp /De/)

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Indenture (Fisher Scientific International Inc)

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all of or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Indenture (Coastal Paper CO)

Merger and Consolidation. (a). The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Cimarex Energy Co

Merger and Consolidation. (1) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets on a consolidated basis to, any Person, unless:

Appears in 1 contract

Samples: Coffeyville Resources, LLC

Merger and Consolidation. The (a) Subject to Section 4.25 hereof, the Company will not consolidate with or merge with or into, or assign, convey, transfer transfer, lease or lease otherwise dispose all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions to, any Person, unless:

Appears in 1 contract

Samples: Indenture (Altice USA, Inc.)

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Person, unless:

Appears in 1 contract

Samples: Doane Pet Care Co

Merger and Consolidation. (c) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Indenture (CHURCHILL DOWNS Inc)

Merger and Consolidation. The Company will not consolidate with or merge with or into, or sell, lease, convey, assign, transfer or lease otherwise dispose of all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Supplemental Indenture (Ship Finance International LTD)

Merger and Consolidation. The Company will shall not ------------------------ consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Applied Business Telecommunications

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets to, any Person, unless:: 105

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all Substantially All its assets toassets, in one transaction or a series of related transactions, to any Person, unless:

Appears in 1 contract

Samples: Execution Version (Reynolds Group Holdings LTD)

Merger and Consolidation. The Each Indenture provides that the Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: people.stern.nyu.edu

Merger and Consolidation. (a) The Company will not not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Indenture (Conexant Systems Inc)

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all of or substantially all of its assets to, any Person, unless:

Appears in 1 contract

Samples: Indenture (Imco Recycling Inc)

Merger and Consolidation. (d) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

Appears in 1 contract

Samples: Churchill Downs Inc

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