MERGER; DISSOLUTION. The Seller shall not be a party to any merger or consolidation or sell all or substantially all of its assets without the prior written consent of the Authority, which upon receipt of all requested information shall not be unreasonably withheld or delayed. The Seller shall not enter into any dissolution or liquidation proceedings.
MERGER; DISSOLUTION. (A) In no event shall a merger involving the Cooperative be permitted unless approved by at least seventy-five (75%) percent vote of the Quorum of the Board of Directors using the Normal Vote Method expressed by resolution of the Board of Directors. The resolution shall revoke, amend or restate the Cooperative’s charter in order to accomplish the merger.
MERGER; DISSOLUTION. (a) Each Borrower will not, and will not permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or except to the extent not restricted by Section 6.4 or 6.5, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the Equity Securities of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, unless (i) the resulting, successor or acquiring corporation or the Person which otherwise acquires all of such Borrower’s or Subsidiary’s consolidated business or property shall assume, by a writing satisfactory in form and substance to the U.S. Administrative Agent, all of the obligations of such Borrower or Subsidiary under this Agreement and the other Loan Documents, including all covenants herein and therein contained, in which case such resulting, successor or acquiring corporation (or other Person) shall succeed to and be substituted for such Borrower or Subsidiary; and (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of such Borrower or Subsidiary as a result of such transaction as having been incurred by such Borrower or Subsidiary at the time of such transaction, no Default shall have occurred and be continuing; provided that any Subsidiary may liquidate or dissolve if the board of directors of the U.S. Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Credit Parties and the U.S. Administrative Agent determines that such liquidation or dissolution is not disadvantageous to the Lenders.
MERGER; DISSOLUTION. (A) In no event shall a merger involving the Agency be permitted, unless otherwise approved by resolution of the local governments which are then members of the Agency pursuant to this Charter Agreement.
MERGER; DISSOLUTION. SALE OF ASSETS Enter into any transactions of merger or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets, or any of its notes or accounts receivable, or any assets or properties necessary or desirable for the proper conduct of its business, or change the nature of its business, or wind up, liquidate or dissolve, or agree to do any of the foregoing.
MERGER; DISSOLUTION. The Funding Recipient shall not be a party to any merger or consolidation or sell all or substantially all of its assets without the prior written consent of the Authority, which upon receipt of all requested information shall not be unreasonably withheld or delayed. The Funding Recipient shall not enter into any dissolution or liquidation proceedings.
MERGER; DISSOLUTION etc. of the Trust or a Master Portfolio. In the ------------------------------------------------------------ case of the following transactions, not in the ordinary course of business, namely, the merger of a Master Portfolio into or the consolidation of the Trust with another investment company, the sale by the Trust of all, or substantially all, of the assets of one or more Master Portfolios to another investment company, or the liquidation or dissolution of a Master Portfolio and distribution of its assets, the Bank will deliver the Portfolio Securities held by it under this Agreement and disburse cash only upon the order of the Trust, on behalf of such Master Portfolio(s) set forth in an Officer's Certificate, accompanied by a certified copy of a resolution of the Board authorizing any of the foregoing transactions. Upon completion of such delivery and disbursement and the payment of the fees, disbursements and expenses of the Bank, this Agreement will terminate with respect to such Master Portfolio or Trust, as applicable.
MERGER; DISSOLUTION. If the Employer shall be a party to any merger or consolidation, the Employer shall have the right to terminate any option outstanding on thirty (30) days written notice; provided, however, if such merger or consolidation is not consummated within 180 days from the date of the (aforementioned notice, all options terminated shall be deemed to have been continuously in effect since the date of execution thereof. In the event of a dissolution or liquidation of the Employer, the Employer shall give each optionee thirty (30) days written notice thereof; every unexercised option outstanding hereunder shall be deemed to be terminated upon such dissolution or liquidation.
MERGER; DISSOLUTION. Dissolve, merge into, acquire or consolidate with or into, or sell all or substantially all its assets to, any Person unless such Borrower or Significant Subsidiary is the surviving entity and as long as after giving effect to the transaction, the ownership and management of such Borrower is not materially changed, and such Borrower and each of its respective Significant Subsidiaries continue the conduct of business in the same industry, and remain in compliance with all of the terms and conditions of the Loan Documents, except with respect to reorganizations within the Vistana, Inc. consolidated group that will not have a Material Adverse Effect; provided, however, that Development shall be permitted to transfer, by operation of law, all of its assets and liabilities to Vistana Capital Holdings, Inc., a Florida corporation ("Development Corp.") following the merger of WE4FUN, Inc. into Vistana Capital Holdings, Inc. and the subsequent change of Development's legal name to Vistana Development Ltd., Inc., and assign all of its rights and obligations under the Loan Documents to Development Corp., provided that, in addition to all of the foregoing conditions, all of the following conditions precedent are performed to the satisfaction of the Bank:
MERGER; DISSOLUTION. (i) Section 9.7(a) of the Loan Agreement is hereby amended to add the following language to the end of such Section after the phrase “such surviving entity”: “and except, that, after giving effect to the sale of Capital Stock permitted in Section 9.7(b)(vii) below, Pep LLC may merge with and into Colchester, provided, that, Colchester is the surviving entity of such merger (Borrowers shall upon the consummation of such merger deliver evidence of thereof to Agent).”
