Merger Covenant Sample Clauses
A Merger Covenant is a contractual provision that outlines the obligations and commitments each party must fulfill in connection with a proposed merger transaction. Typically, this clause details actions such as obtaining necessary approvals, refraining from soliciting alternative offers, or maintaining business operations in the ordinary course until the merger is completed. Its core practical function is to ensure that both parties cooperate and take the necessary steps to facilitate a smooth and successful merger, while also protecting the interests of each side during the interim period before closing.
POPULAR SAMPLE Copied 15 times
Merger Covenant. Lessee shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (i) the Person formed by such consolidation or into which Lessee is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of Lessee as an entirety shall execute and deliver to Owner Trustee, Owner Participant, Loan Participant and Indenture Trustee an agreement containing the assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement and each of the other Lessee Agreements to be performed or observed by Lessee, (ii) immediately after giving effect to such transaction, no Lease Event of Default shall have occurred solely as a result of such consolidation or merger or such conveyance, transfer or lease and (iii) Lessor shall be entitled to the benefits of Section 1168 of the Bankruptcy Code to the same extent as immediately prior to such merger, consolidation or transfer. Upon such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of Lessee as an entirety in accordance with this Section 6.8, the successor corporation formed by such consolidation or into which Lessee is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Lessee under this Agreement and the other Operative Agreements with the same effect as if such successor corporation had been named as Lessee herein. If Lessee shall have consolidated with or merged into any other Person or conveyed, transferred or leased substantially all of its assets, such assets to include Lessee’s leasehold interest in the Lease, the Person owning such leasehold interest after such event shall deliver to Owner Participant, Loan Participant and Indenture Trustee, an opinion of counsel (which counsel may be such Person’s in-house counsel) confirming that the assumption agreement pursuant to which such Person assumed the obligations of Lessee shall have been duly authorized, executed and delivered by such Person and that such agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.
Merger Covenant. Section 9.4 of the Credit Agreement is amended to read in full as follows:
Merger Covenant. The Indenture imposes limitations on the ability of the Company, OI Group, OI Inc., and the Guarantors to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.
Merger Covenant. The Indenture imposes limitations on the ability of the Company and the Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.
Merger Covenant. In no event shall the Issuer effect an Internal Reorganization Transaction, a deSPAC Transaction or a Merger Event (other than a Change of Control Event) without the prior written consent of the Requisite Holders, unless (i) the Successor Issuer is properly classified as a U.S. corporation for U.S. federal income tax purposes and (ii) if the Issuer becomes a wholly owned subsidiary of a Successor Issuer in connection therewith, (x) the Successor Issuer becomes an additional obligor on the Notes (together with the Issuer) and expressly assumes this Note and the conversion obligations, if any, and payment obligations under this Note and (y) the Notes thereafter are convertible into the Common Equity of such Successor Issuer in accordance with the terms of and conditions of this Note.
Merger Covenant. We may not merge into any other person or convey, transfer or lease all or substantially all of our properties and assets to any person, and we shall not permit any person to consolidate with or merge into us, unless: • the successor is either a U.S. corporation or a corporation or entity treated as a corporation for U.S. federal income tax purposes; • the successor assumes, by a supplemental indenture, on the same terms and conditions all the obligations under the debt securities and the indenture; • immediately after giving effect to the transaction, no event of default shall have occurred and be continuing; • we have delivered to the trustee an officer’s certificate and opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this covenant and that all conditions precedent provided for in the indenture relating to such transaction have been complied with and, in the case of the opinion of counsel, that such supplemental indenture is the valid, binding and enforceable obligation of the successor. Under the indenture, “person” means any individual, corporation, partnership, joint-venture, joint-stock company, limited liability company or other unincorporated organization or government or any agency or political subdivision thereof. The successor will succeed to, and except in the case of a lease, be substituted for, us under the indenture.
Merger Covenant. This covenant is set very often to maintain the identity of the borrower and to allow the lender to accelerate once that the entity of the obligor changes.