Merger, Consolidation, Acquisition Sample Clauses

Merger, Consolidation, Acquisition. Borrowers will not merge or consolidate with or into any other Person; or permit any Person to merge into Borrowers; or acquire all or substantially all of the assets or properties or capital stock of any other Person; or adopt or effect any plan of reorganization, recapitalization, liquidation or dissolution; provided, however, Borrowers may enter into letters of intent pertaining to merger, consolidation or acquisition subject to obtaining the Agent's written consent thereto prior to consummation of the transactions contemplated by such letter(s) of intent.

Merger, Consolidation, Acquisition. Alon Brands will have the Note repaid, repurchased or redeemed, if the Investor so desires, contemporaneously with the consummation of an Exit Event.

Merger, Consolidation, Acquisition. AND SALE OF ASSETS. Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it ; except that, a Borrower may merge with any other Borrower provided that Borrowers provide Agent with thirty (30) days' prior written notice. Sell, lease, transfer or otherwise dispose of any of its properties or assets, except as permitted under Section 4.3 hereof.

Merger, Consolidation, Acquisition. None of the Bor rowers will merge or consolidate with or into any other Person or permit any other Person to consolidate with or merge into any of the Borrowers; or adopt or effect any plan of reorganization, recapitalization, liquidation or dissolution; provided, however, Borrowers may merge into or with each other and/or (subject to the execution and delivery of such supplemental or additional Security Instruments deemed appropriate to continue the Banks' security interest in the Collateral) may enter into letter(s) of intent pertaining to merger, consolidation or acquisition subject to obtaining the Banks' written consent thereto prior to consummation of the transactions contemplated by such letter(s) of intent.

Merger, Consolidation, Acquisition. Borrower will not and will not permit any of its Subsidiaries to acquire all or substantially all of the assets or business of any Person, whether by purchase of stock or assets, merger or consolidation, or otherwise (or enter into any agreement to do so), except for the purchase of inventory in the ordinary course of Borrower's business; provided that any Subsidiary may merge with any other Subsidiary and any Subsidiary may merge with Borrower so long as Borrower is the surviving corporation.

Merger, Consolidation, Acquisition. The Borrower will not merge or consolidate with or into any other Person; or permit any other Person to consolidate with or merge into the Borrower; or adopt or effect any plan of reorganization, recapitalization, liquidation or dissolution; or acquire any properties or assets, other than in the ordinary course of business.

Merger, Consolidation, Acquisition. The Borrowers will not nor will they permit any subsidiary to, merge or consolidate with or into any other Person; or permit any other Person to consolidate with or merge into the Borrowers or any subsidiary; or acquire all or substantially all of the assets or properties or capital stock of any other Person; or adopt or effect any plan of reorganization, recapitalization, liquidation or dissolution; or acquire any properties or assets, other than in the ordinary course of business, to the extent that such acquisitions exceed $250,000.00 in the aggregate during any calendar year.

Merger, Consolidation, Acquisition. Merge into or consolidate with any other entity unless Borrower is the surviving entity and such merger has been approved by the Board Of Directors of the other entity; make any substantial change in the nature of Borrower’s business as conducted as of the date hereof; acquire the ownership interests in any entity unless the Board of Directors of such entity has approved the acquisition.

Merger, Consolidation, Acquisition. For so long as any Secured Amounts have not been repaid in full, the Company will have such amounts repaid and the right to drawdown any amount under the Loan shall terminate, immediately upon (i) the consummation of an M&A Transaction or (ii) any other transaction or a series of related transactions in which the shareholders of the Company who were not shareholders immediately prior to the first such transaction (“New Controlling Shareholders”) own more than fifty percent (50.0%) of the voting share of the Company or have the right to appoint more than fifty percent (50.0%) of board members of the Company immediately after giving effect to such transaction or series or related transactions (other than, solely within the framework of a public offering (including via merger with a SPAC or other traded company or other form of transaction the result thereof is the public listing of the Company) or a bona fide equity round, if the New Controlling Shareholders are the general public (without any individual obtaining control thereby over the Company), reputable venture capital investors and/or institutional investors). In either case Company shall repay Lender the applicable Prepayment Fee. For the purposes hereof:

Merger, Consolidation, Acquisition. (a) The Borrower will not, and will not permit any of its Subsidiaries, the Guarantors, or the Guarantors' Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business except (i) the merger or consolidation of one or more of the Guarantors with and into the Borrower one or more of the Borrowers' Subsidiaries with and into the Borrower, or one or more of the Guarantors' Subsidiaries with and into a Guarantor, (ii) the merger or consolidation of two or more Guarantors, and (iii) the acquisition of other Persons by the Borrower or any Guarantor (whether by way of merger, consolidation, asset or stock acquisition or otherwise); provided, that all of the following shall be true: (A) each such acquisition shall have been approved by the shareholders and/or the Board of Directors or other similar governing body of the entity selling the relevant business or assets, in each case to the extent required by such entity's charter documents or applicable law, (B) each such acquisition shall include only businesses or assets used in businesses of a similar or related nature to the businesses currently conducted by the Borrower, (C) such acquisition shall not result in any Person or two or more Persons acting in concert acquiring either (i) beneficial ownership, directly or indirectly, voting rights (or other rights convertible into such voting rights) representing fifty percent (50%) or more of the combined voting power of the Borrower or any of the Guarantors or (ii) the power to elect a majority of the members of the Board of Directors of the REIT or the managing general partner of the Borrower or the other Guarantors, (D) the Borrower or a Guarantor shall be the surviving entity, and (E) prior to each such acquisition, the Agent shall have received from the Borrower pro forma consolidated financial statements of the Borrower and the Guarantors giving effect to such acquisition (which shall include, without limitation, true, complete and accurate historical financial statements of the target Person and financial projections giving effect to such acquisition) and showing compliance by the Borrower after giving effect to such acquisition with ss. ss.