Merger, Consolidation, Sale of Assets. In the event of (a) a merger of Systems with another corporation (other than CSGS) in a transaction in which Systems is not the surviving corporation, (b) the consolidation of Systems into a new corporation resulting from such consolidation, (c) the sale or other disposition of all or substantially all of the assets of Systems, the Companies may assign this agreement and all of the rights and obligations of the Companies under this agreement to the surviving, resulting, or acquiring entity (for purposes of this agreement, a “Permitted Assignee”); provided, that such surviving, resulting, or acquiring entity shall in writing assume and agree to perform all of the obligations of the Companies under this agreement; and provided further, that the Companies shall remain jointly and severally liable for the performance of the obligations of the Companies under this agreement in the event of a failure of the Permitted Assignee to perform its obligations under this agreement.
Merger, Consolidation, Sale of Assets. The Borrower shall not, and shall not permit any Subsidiary, to:
(a) Sell, lease, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its properties and assets to any Person;
(b) Consolidate with or merge into any other Person (other than a merger of a Subsidiary into, or a consolidation of a Subsidiary with, the Borrower), unless:
(i) immediately before and after giving effect thereto, no Change in Control shall have occurred and no Default or Event of Default shall exist;
(ii) immediately before and after giving effect thereto, all of the representations and warranties contained in the Loan Documents shall be true and correct except as the context thereof otherwise requires and except for those representations and warranties which by their terms or by necessary implication are expressly limited to a state of facts existing at a time prior to such merger, consolidation or acquisition, as the case may be, or such other matters relating thereto as are identified in a writing to the Administrative Agent and the Lenders and are satisfactory to the Administrative Agent and the Lenders;
(iii) the Borrower shall be the surviving entity thereof or, in the event the Borrower shall not be the surviving entity thereof, each of the following conditions shall be satisfied: (1) such surviving entity shall be organized in a State of the United States with substantially all of its assets and businesses located and conducted in the United States and (2) the Administrative Agent shall have received (A) a certificate signed by a duly authorized officer of the Borrower, in form and substance satisfactory to the Administrative Agent, (x) attaching a true and complete copy of each agreement, instrument or other document effecting such merger, consolidation or acquisition, together with an agreement signed on behalf of such surviving entity pursuant to which such surviving entity shall have expressly assumed all of the indebtedness, liabilities and other obligations of the Borrower under and in accordance with the Loan Documents, and (y) certifying that such merger, consolidation or acquisition has been consummated in accordance with such agreements, instruments or other documents referred to in the immediately preceding clause (x), and (B) such documents, legal opinions and certificates as the Administrative Agent shall reasonably request relating to the organization, existence and, if applicable, good standing of su...
Merger, Consolidation, Sale of Assets. If the Company shall merge into or consolidate with another corporation or corporations, or if all or substantially all of the assets of the Company are transferred to another corporation, the shares of which are issued to stockholders of the Company in connection with such merger, consolidation or transfer, then the terms "RightCHOICE Managed Care, Inc." or the "Company" shall be construed, so long as the Marks continue to be licensed by such entity from BCBSA, to include such successor corporation, and the Trustee shall receive and hold under this Agreement any shares of such successor corporation received by it on account of its ownership as Trustee of shares of Capital Stock held by it hereunder prior to such merger, consolidation or transfer.
Merger, Consolidation, Sale of Assets. Merge into or consolidate with any corporation or other entity or acquire all or substantially all of the assets of any other corporation or entity; or sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets.
Merger, Consolidation, Sale of Assets. Borrower will not enter into any merger, consolidation, share exchange or similar transaction or, except in the ordinary course of business, sell or transfer all or a substantial part of its assets or earning power.
Merger, Consolidation, Sale of Assets. Borrower shall not merge, consolidate or otherwise alter Borrower's form of business, or acquire all or substantially all of the assets of any other corporation or entity; or sell, lease, assign, or otherwise dispose of more than twenty percent (20%) of control of Borrower's business assets to another entity without the prior written approval of the Committee.
Merger, Consolidation, Sale of Assets. The Company will not merge, consolidate or dispose of all or substantially all its assets, except a merger or consolidation pursuant to which the Company is the surviving corporation. This section shall not in any way limit the ability of the Company (i) to sell inventory or (ii) to sell other assets, each in the ordinary course of business.
Merger, Consolidation, Sale of Assets. In the event of (a) a merger of Pamida with another corporation in a transaction in which Pamida is not the surviving corporation, (b) the consolidation of Pamida into a new corporation resulting from such consolidation, (c) the sale or other disposition of all or substantially all of the assets of Pamida, the Companies may assign this agreement and all of the rights and obligations of the Companies under this agreement to the surviving, resulting, or acquiring entity (a "Permitted Assignee"); provided, that such surviving, resulting, or acquiring entity shall in writing assume and agree to perform all of the obligations of the Companies under this agreement; and provided further, that the Companies shall remain jointly and severally liable for the performance of their obligations under this agreement in the event of a failure of the Permitted Assignee to perform its obligations under this agreement.
Merger, Consolidation, Sale of Assets. Borrower shall not merge into or consolidate with any corporation or other entity, or sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets other than in the ordinary course of business.
Merger, Consolidation, Sale of Assets. In the event of a future disposition of (or including) the properties and business of the Company, substantially as an entirety, by merger, consolidation, sale of assets, or otherwise, then the Company may elect:
(a) To assign this Agreement and all of its rights and obligations hereunder to the acquiring or surviving corporation; provided that such corporation shall assume in writing all of the obligations of the Company hereunder, and provided, further, that the Company (if and so longer as it remains in business as an independent going enterprise) shall remain liable for the performance of its obligations hereunder in the event of an unjustified failure of the acquiring corporation to perform its obligations under this Agreement; or
(b) In addition to its other rights of termination, to terminate this Agreement upon at least 30 days' written notice by paying Employee the compensation at the rate provided in Section 3 to the date on which such termination shall take effect.
