Merger, Consolidation, Division, and Conversion Sample Clauses

Merger, Consolidation, Division, and Conversion. The Fund shall have the power to merge, consolidate, divide, and convert to a registered series, in each case, to the extent permitted by the Act or as otherwise permitted by law. Pursuant to an agreement or plan of merger, consolidation, division, or conversion, for which there shall be no requirements other than those required by law, the Fund may (i) merge or consolidate with or into one or more Delaware limited liability companies or series thereof or one or more other business entities formed or organized under the laws of Delaware, any other state, or any foreign country or other foreign jurisdiction, or any combination thereof, with the Fund, the Master LLC, or other business entity being the surviving or resulting Delaware limited liability company, series thereof, or other business entity, (ii) divide into one or more Delaware limited liability companies or series thereof or one or more other business entities formed or organized under the laws of Delaware, any other state, or any foreign country or other foreign jurisdiction, or any combination thereof, in any manner permitted by law, and (iii) convert to a protected series or any other type of series. An agreement or plan of merger, consolidation, division, or conversion shall be approved by the Manager and no approval of any Member shall be required.
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Related to Merger, Consolidation, Division, and Conversion

  • 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:

  • ROOM CONSOLIDATION Residence assignments shall be consolidated when vacancies occur in any residence facility, to minimize the number of rooms, suites, and/or apartments not at full occupancy. The Student may be required to change residence assignment and move to facilitate room consolidation. Residents in rooms/apartments/suites not at full capacity may be charged additional rent as determined by UCF DHRL.

  • Merger or Consolidation Section 8.11

  • CLEC to CLEC Conversions for Unbundled Loops 2.1.11.1 The CLEC to CLEC conversion process for Loops may be used by ITC^DeltaCom when converting an existing Loop from another CLEC for the same End User. The Loop type being converted must be included in ITC^DeltaCom’s Agreement before requesting a conversion.

  • Merger The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

  • Land Acquisition and Resettlement 8. The Borrower shall cause NHA to ensure that all land acquisition and resettlement proceed in accordance with applicable laws, and ADB’s Policy on Involuntary Resettlement, as well as in accordance with the framework set out in the agreed upon resettlement plan.

  • Mergers, Reorganizations and Equity Transfers Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.

  • Merger and Integration Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

  • Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

  • CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007). This clause applies only if this contract exceeds (i) $100,000 if included in Buyer's customer RFP or customer contract issued before October 1, 2010 or (ii) $150,000 if included in Buyer's customer RFP issued on or after October 1, 2010, or if the prime contract was issued prior to October 1, 2010 but was amended after October 1, 2010 to increase the Simplified Acquisition Threshold.

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