Merger/Changes Clause Samples

Merger/Changes. Borrower shall not: (i) enter into any merger, reorganization or consolidation; (ii) make any substantial change in the basic type of business now conducted by it; (iii) undergo any material change in the ownership, management, effective control or day to day operations of Borrower; or (iv) change or otherwise modify its accounting methods, practices or fiscal reporting period for accounting or tax purposes, in each case without the prior consent of the Lender which consent shall not be unreasonably withheld or conditioned.
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Merger/Changes. This Agreement and the Releases (a form of which is attached as Exhibit A hereto) supersedes any prior understandings and all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the Agreement between the parties with respect to its subject matter. There are no understandings or agreements, oral or otherwise, in relation thereto, between or among the parties except as expressly set forth in this Agreement and the Releases. The terms and conditions of this Agreement cannot be changed or modified in any respect except in a written instrument that is signed by the party against whom the change or modification is to be enforced.
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Merger/Changes. (i) Enter into any merger, reorganization or consolidation that results in the current shareholders of the applicable Borrowers owning, directly or indirectly, less than 51% of the voting capital of the successor entity; (ii) change its fiscal year, except as notified by the applicable Borrower to the Lender; or (iii) replace the Chief Executive Officer or Chief Financial Officer with an individual not reasonably satisfactory to the Lender within sixty (60) days.
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Merger/Changes. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (together with the exhibits and schedules hereto) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. There are no understandings or agreements, verbal or otherwise, in relation thereto, between or among the parties except as expressly set forth in this Agreement. The terms and conditions of this Agreement cannot be changed or modified in any respect except in a written instrument that is signed by the party against whom the change or modification is to be enforced.
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Merger/Changes. No Borrower shall enter into any merger, reorganization or consolidation, which would result in such Borrower’s not being the surviving entity, or make any substantial change in the basic type of business now conducted by it, or undergo any material change in ownership, management, effective control or day to day operations.
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Related to Merger/Changes

  • Merger, Amendments; Etc THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.

  • Interim Changes Since the date of its balance sheets, except as set forth in Exhibit C, there have been no (1) changes in financial condition, assets, liabilities or business of Amalgamated which, in the aggregate, have been materially adverse; (2) damages, destruction or losses of or to property of Amalgamated, payments of any dividend or other distribution in respect of any class of stock of Amalgamated, or any direct or indirect redemption, purchase or other acquisition of any class of any such stock; or (3) increases paid or agreed to in the compensation, retirement benefits or other commitments to its employees.

  • Room Changes No changes in room assignment will be based upon age, race, religion, national origin, disability, sexual orientation, and online profiles except as needed to provide a reasonable accommodation to residents with eligible disabilities registered with the University [Office of Disability Services]. Room change may only be made with the written approval of University Housing and is dependent upon space availability, timing of the request, and grounds for transfer. Residents who receive approval for a room change may be charged a room change fee as shown on the University Housing website, which will be posted to Resident’s account. Room changes that are not authorized by University Housing will result in a fine as shown on the University Housing website, which will be posted to Resident’s account.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Business Changes Change in any material respect the nature of the business of the Borrower or its Subsidiaries as conducted on the Effective Date.