Merger and Dissolution. Liquidate or dissolve, or enter into any consolidation, merger, syndicate or other combination or sell, lease or dispose of its business or assets as a whole or in such part, as in the opinion of Lender, constitutes a substantial portion of its business or assets.
Merger and Dissolution. Merge or consolidate with or into any other Person, liquidate, wind up or dissolve, or sell, lease or dispose of, in a single transaction or a series of 58 65 related transactions, all or a substantial portion of the assets of any Borrower or any domestic Subsidiary; provided, however, (i) a Borrower or a Subsidiary may merge or consolidate with another Person so long as a Borrower is the surviving corporation and (ii) a Foreign Subsidiary may merge into another Foreign Subsidiary.
Merger and Dissolution. Subject to any required action by the stockholders of the Company, if the Company shall participate in any merger or consolidation, whether or not the Company is the surviving corporation in such merger or consolidation, any Option shall pertain to and apply to the number and class of the securities to which the Participant would have been entitled pursuant to the terms of the agreement of merger or consolidation, if, immediately prior to such merger or consolidation, the Participant had been the holder of record of a number of shares of Class A Common Stock equal to the number of shares covered by such unexercised portion of his Option. In a dissolution or liquidation of the Company every outstanding Option shall terminate.
Merger and Dissolution. The Debtor shall not liquidate or dissolve, or enter into any consolidation, merger, syndicate, share exchange or other business combination or sell, lease or dispose of its business or assets as a whole or such part as in the opinion of each Lender constitute a substantial portion of its business or assets (except for transactions among the Debtor and its subsidiaries); provided, however, that the foregoing shall be inapplicable with respect to the proposed merger which is consummated in accordance with the Agreement and Plan of Merger, to which Debtor and Cytomedix, N.V. are to be parties ("Exchange Agreement") and subject to the following further conditions: (i) the majority shareholder of Debtor after consummation thereof and all of its subsidiaries shall have unconditionally guaranteed the Secured Debt in a manner, form and substance acceptable to each Lender in its absolute discretion and Collateral Agent (on behalf of the Lenders) shall have obtained a first perfected security interest in all of such shareholder's and its subsidiaries' assets (subject only to Permitted Liens), including, but not limited to, such shareholder's stock in Debtor; (ii) upon consummation of the transactions contemplated by the Exchange Agreement, the sale by each Lender of all of the securities issuable upon conversion of its Promissory Note shall have been duly registered under the Securities Act and such securities shall be freely tradable without any restrictions except under the Securities Act and applicable securities laws; (iii) the Exchange Agreement and the agreements referenced therein shall have been consummated without modification; and (iv) there having occurred no Event of Default and the Secured Debt having been repaid or converted in full.
Merger and Dissolution. 58 6.2 Acquisitions .................................................... 59 6.3 Indebtedness .................................................... 59 6.4
Merger and Dissolution. 56 7.2. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . 56 7.3. Liens and Encumbrances. . . . . . . . . . . . . . . . . . . . . . 57 7.4. Disposition of Assets. . . . . . . . . . . . . . . . . . . . . . 57 7.5. Transactions With Related Persons. . . . . . . . . . . . . . . . 57 7.6.
Merger and Dissolution. Prior to dissolution or merger, the Chapter shall:
(a) Notify IVAW of the Chapter’s intention to dissolve or merge, and obtain prior written consent of IVAW at least thirty (30) days prior to the effective date of the dissolution or merger; Comply with all applicable state and Federal laws; and If the Chapter is not the surviving entity, transfer all funds, including endowed funds or other donor-restricted funds and un-endowed and unrestricted funds, to IVAW or another domestic chapter of IVAW, subject to the restrictions of the Chapter’s Organizational Documents and governing state and Federal laws.
Merger and Dissolution. 34 Section 7.2 Acquisitions......................................................................34 Section 7.3
Merger and Dissolution. (a) Wind-up, liquidate or dissolve; provided, however, that a Subsidiary may wind-up, liquidate or dissolve into the corporation owning and controlling such Subsidiary, (b) except with respect to a merger, consolidation or reorganization in which a Borrower or Subsidiary is the surviving corporation (including the merger described below), enter into any consolidation, merger, syndicate or other combination, provided that the number of voting shares of capital stock of such Borrower or Subsidiary, outstanding immediately after any such consolidation, merger, syndicate or other combination, plus the number of voting shares of capital stock issuable as a result of such transaction by such Borrower or Subsidiary, will not exceed by more than twenty percent (20%) the total number of voting shares of capital stock of such Borrower or Subsidiary outstanding immediately prior to such transaction, or (c) sell, lease or dispose of, in a single transaction or a series of related transactions, its business or assets as a whole or such part as in the opinion of the Lender constitutes a substantial portion of a Borrower's or Subsidiary's business or assets. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the Lender acknowledges that it is currently contemplated that a public distribution of shares of Stock by KKDI is planned (the "IPO"). Lender further acknowledges that the Borrowers are desirous of reorganizing their corporate structure into one involving a holding company, and KKDI was established to eventually serve as the new holding company for the other Borrowers. KKDI has been initially formed as a wholly-owned subsidiary of Krispy Kreme, and it is contemplated that, simultaneously with the effectiveness of the IPO, Krispy Kreme will merge with and into KKDI, with KKDI being the surviving corporation of the merger, and the public distribution of shares will involve the issuance of Stock by KKDI rather than Krispy Kreme. Lender consents to the merger of KKDI and Krispy Kreme as generally described above, and agrees that the effectiveness of such merger shall not violate the terms and provisions of this Agreement. For all purposes of this Agreement, reference to "Krispy Kreme" shall be deemed reference to KKDI following the effectiveness of this merger.
Merger and Dissolution. (a) Wind-up, liquidate or dissolve; provided, however, that a Subsidiary may wind-up, liquidate or dissolve into the corporation owning and controlling such Subsidiary, (b) except with respect to a merger, consolidation or reorganization in which a Borrower or Subsidiary is the surviving corporation, enter into any consolidation, merger, syndicate or other combination, provided that the number of voting shares of capital stock of such Borrower or Subsidiary, outstanding immediately after any such consolidation, merger, syndicate or other combination, plus the number of voting shares of capital stock issuable as a result of such transaction by such Borrower or Subsidiary, will not exceed by more than twenty percent (20%) the total number of voting shares of capital stock of such Borrower or Subsidiary outstanding immediately prior to such transaction, or (c) sell, lease or dispose of, in a single transaction or a series of related transactions, its business or assets as a whole or such part as in the opinion of the Lender constitutes a substantial portion of a Borrower's or Subsidiary's business or assets.
