Merger, Consolidation and Acquisition Sample Clauses

Merger, Consolidation and Acquisition. Except for internal ------------------------------------- reorganization, merger or consolidation between or among the Company and its respective Subsidiaries only, the Company will not merge or consolidate with or into any other Person; or permit any other Person to consolidate with or merge into it 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.
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Merger, Consolidation and Acquisition. Enter into any merger, amalgamation, consolidation or other reorganization or arrangement with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge or amalgamate with it, except that (i) any Loan Party may merge or amalgamate, consolidate or reorganize with any Affiliate thereof or acquire the assets or Equity Interest of any Affiliate thereof so long as (A) such Loan Party shall provide Agent with ten (10) days prior written notice of such merger, amalgamation, consolidation or reorganization, (B) in connection with any merger, amalgamation, consolidation or reorganization between a Loan Party and any of its Affiliates or Subsidiaries which is not a Loan Party, such Loan Party must be the surviving entity of merger, amalgamation, consolidation or reorganization, and (C) such Loan Party shall deliver to Agent all of the relevant material agreements, documents and instruments evidencing such merger, consolidation or reorganization and (ii) notwithstanding the foregoing, nothing in this Section 7.1 shall limit (x) Investments permitted under Section 7.5 or (y) Dispositions permitted under Section 7.2.
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Merger, Consolidation and Acquisition. No Borrower will become a party to any merger, consolidation, or acquisition except (a) for the merger or consolidation of a Borrower with another Borrower or (b) where (i) such Borrower is the surviving corporation of a merger; (ii) such merger, consolidation, or acquisition is of a Person in the environmental consulting, engineering or related field; (iii) the Agent and each Lender has been provided with a certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed acquisition (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in this Section 8; (iv) all of the assets to be acquired shall be owned by an existing or newly created Subsidiary of TRC that is a Borrower, or, in the case of a stock acquisition, the acquired company shall become or shall be merge with a wholly-owned Subsidiary of TRC that is a Borrower, and each newly created Subsidiary shall grant to the Agent (for the benefit of the Lenders) a security interest in its assets that are of the same type and character as the Collateral to secure its Obligations and shall otherwise comply with the provisions of Section 7.14 hereof; (v) the required majority of the board of directors (or comparable governing body) of the target company incumbent at the time such acquisition, merger or consolidation is proposed has acquiesced either voluntarily or by order of a court of competent jurisdiction, or the transaction is otherwise deemed in the reasonable judgment of the Required Lenders to be a “friendly” acquisition; (vi) the total consideration for such merger, consolidation or acquisition (including cash and assumed Indebtedness) shall not exceed $8,000,000 for any single merger, consolidation or acquisition and an aggregate amount of $20,000,000 for all such mergers, consolidations or acquisitions consummated in any period of twelve (12) consecutive months without the prior written consent of the Required Lenders; (vii) the Borrowers shall have delivered to the Agent and each Lender in form and substance satisfactory to the Required Lenders, information on the transaction to be completed, including, without limitation, pro forma covenant compliance calculations, historical financial statements and due diligence summaries; and provided further that both immediately before and after any such merger, consolidation or acquisition, no Defaults or Events of Default shall...
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Merger, Consolidation and Acquisition. Merge into or consolidate with any other Person or permit any other Person to merge into it or acquire all or substantially all the properties or assets or stock of any other Person or become a partner of or venturer with any other Person or permit any Subsidiary to do so except that (a) any Subsidiary may merge into or transfer assets to the Company, (b) any Subsidiary may merge into or consolidate with or transfer assets to another Subsidiary, (c) provided the Bank has been given notice pursuant to Section 5.1(11), the Company may merge into any other Person provided the Company is the surviving corporation or acquire all or substantially all of the properties or assets of any other Person in any transaction which, after giving effect to such merger or acquisition, would not otherwise violate any of the provisions of this Agreement including but not limited to Sections 5.10, 6.7 and 6.9 (such merger or acquisition hereinafter a "Permitted Acquisition"); provided, however, if the Person to be acquired conducts business outside of the Company's Line of Business, such acquisition shall not be considered a Permitted Acquisition and will not be permitted without the Bank's prior written consent which consent will not be unreasonably withheld or delayed. The Company's Line of Business shall mean the business of providing computerized data processing services to the health care industry and the general commercial market.
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Merger, Consolidation and Acquisition. (a) Issuer shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Subsidiary into Issuer) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its Property in any one transaction or series of transactions unless:
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Related to Merger, Consolidation and Acquisition

  • Merger, Consolidation, Acquisition and Sale of Assets (a) 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.

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Mergers; Consolidations; Acquisitions Merge or consolidate, or permit any Subsidiary of Borrower to merge or consolidate, with any Person; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Mergers, Consolidations, Sales of Assets and Acquisitions Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall not prohibit:

  • Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.

  • Merger, Consolidation or Sale The Company and each of the Guarantors may consolidate with, or sell, lease or convey all or substantially all of the Company’s or its assets to, or merge with or into, any other entity, provided that the following conditions are met:

  • Adjustments for Reorganization, Merger, Consolidation or Sales of Assets If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

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