Merger or Consolidation; Acquisitions Sample Clauses

Merger or Consolidation; Acquisitions. Merge or consolidate with any Person, or acquire any assets or business from or Capital Securities of any Person (other than an acquisition of Capital Securities of a Restricted Subsidiary, as long as such acquisition of Capital Securities is permitted under Section 4.12(d)), except that, if both before and after giving effect thereto no Default exits or would exist, this Section 4.10 shall not apply to (a) the Reorganization, (b) any acquisition of assets in the ordinary course of business, (c) any merger or consolidation of the Borrower with any one or more Persons; provided, that the Borrower shall be the continuing Person (other than as a result of the Reorganization), (d) any merger or consolidation of any Restricted Subsidiary with any one or more other Restricted Subsidiaries (except that the California Partnership, DNI and DNI's Subsidiaries (so long as any such Person is not a Wholly Owned Subsidiary), shall merge only into a Restricted Subsidiary that is a Guarantor and a Wholly Owned Subsidiary) and that shall have executed and delivered a Pledge Agreement and such Restricted Subsidiary shall be the continuing Person and, in all other cases, if any such Restricted Subsidiary is a Loan Party, it shall be the continuing Person, and (e) any acquisition (whether by purchase or exchange, and whether constituting a purchase of assets or stock) of newspaper publishing properties and directly related businesses so long as, in the event that the aggregate purchase price with respect to such acquisition is greater than $5,000,000, the Borrower shall have provided to the Banks a certificate of the president or chief financial officer of the Borrower stating that (i) each Loan Document Representation and Warranty is true and correct in all material respects both immediately before and after giving effect to such acquisition and (ii) no Default shall have occurred and be continuing both immediately before and after giving effect to such acquisition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such acquisition and any related incurrence of Indebtedness by the Borrower or any Restricted Subsidiary.
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Merger or Consolidation; Acquisitions. Directly or indirectly merge or consolidate with or acquire any of the capital stock or assets of any corporation.
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Merger or Consolidation; Acquisitions. Borrower shall not, and shall not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, or permit any other Person to consolidate or merge with or into it or into any of its Affiliates, except that any Subsidiary may merge into Borrower or another Subsidiary of Borrower that is a Guarantor. Borrower shall not, and shall not permit any of its Subsidiaries to, purchase or otherwise acquire, directly or indirectly, all or substantially all of the equity or voting interests or assets of any other Person or any options or rights to purchase or otherwise acquire any of the foregoing PROVIDED, THAT Borrower may undertake such purchases and acquisitions consistent with its current business and operations up to an amount of $250,000 for each such transaction if no Default or Event of Default is caused thereby and for transactions in excess of $250,000 Borrower shall first obtain Lender's prior consent.
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Merger or Consolidation; Acquisitions. Merge or consolidate with any Person, or acquire any assets or business from or Capital Securities issued by any Person, except that, if after giving effect thereto no Default would exist, this Section 4.07 shall not apply to (a) (i) any merger or consolidation of the Borrower with any one or more Restricted Subsidiaries or with any Person acquired as provided in clause (d) below, provided that the Borrower shall be the continuing Person or (ii) any merger or consolidation of the Borrower with any Person so long as the sole purpose of such merger or consolidation was to change the domicile of the Borrower, the Person into which the Borrower merged or with which it consolidated was specially formed for such purpose and had at no time conducted any business or operations and such Person shall have assumed in writing the obligations of the Borrower under the Loan Documents in a manner reasonably satisfactory to the Arranging Agents, (b) any merger or consolidation of any Restricted Subsidiary with any one or more other Restricted Subsidiaries or with any Person acquired as provided in clause (d) below, (c) any acquisition of assets in the ordinary course of business or contemplated by Section 4.08(c) and (d) any acquisition (whether effected by merger, consolidation, acquisition of Capital Securities, exchanges permitted under Section 4.08(f)(ii), joint venture or otherwise) of one or more wireless telephone or other communications businesses.
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Merger or Consolidation; Acquisitions. Merge or consolidate ------------------------------------- with any Person, or acquire any assets or business from or Capital Securities of any Person, except that, if after giving effect thereto no Default would exist, this Section 4.08 shall not apply to (a) any merger or consolidation of the Company or any Subsidiary (other than Xpedite UK or XSL) with the Company or any Subsidiary (other than Xpedite UK or XSL), provided that, in the case of a merger to which the Company is party, the Company shall be the continuing Person and, in the case of any merger to which any Guarantor that is a United States Person and any Subsidiary that is not a Guarantor or is not a United States Person are party, the Guarantor that is a United States Person shall be the continuing Person, (b) any acquisition of assets in the ordinary course of business, (c) the Acquisitions, (d) any Permitted Restructuring Transaction and (e) any other acquisition, so long as the aggregate consideration paid or otherwise provided by the Company and its Subsidiaries for all such other acquisitions since the Agreement Date does not exceed $10,000,000.
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Merger or Consolidation; Acquisitions. Merge or consolidate with any Person, or acquire any assets or business from or Capital Securities of any Person, except that, if after giving effect thereto no Default would exist, this Section 4.08 shall not apply to (a) any merger or consolidation of Premiere or any Subsidiary (other than Xpedite UK or XSL) with Premiere or any Subsidiary (other than Xpedite UK or XSL), provided that, in the case of a merger to which the Company is party, the Company shall be the continuing Person and, in the case of any merger to which any Guarantor that is a United States Person and any Subsidiary that is not a Guarantor or is not a United States Person are party, the Guarantor that is a United States Person shall be the continuing Person, (b) any acquisition of assets in the ordinary course of business, (c) any other acquisition, so long as the aggregate consideration paid or otherwise provided by Premiere and its Subsidiaries for all such other acquisitions since the Restated Agreement Date (excluding any such consideration paid in the form of common stock of Premiere) does not exceed $10,000,000 plus the lesser of (i) $5,000,000 and (ii) the amount by which $35,000,000 exceeds the aggregate consideration actually expended for the acquisitions referred to in clause (d) below, (d) the acquisition of the Capital Securities of Xpedite Systems S.A. or Xpedite International Hong Kong Limited not owned by Premiere or any of its Subsidiaries on the Restated Agreement Date, so long as the aggregate consideration therefor is not in excess of $35,000,000 and (e) acquisitions constituting Investments permitted pursuant to Section 4.13.
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Merger or Consolidation; Acquisitions. Merge or consolidate with any Person, or acquire substantially all the assets or business, business unit or division from or substantially all the Capital Securities issued by any Person, except that, if after giving effect thereto no Default would exist, this Section 4.07 shall not apply to (a) any merger or consolidation of the Borrower with any Person so long as the sole purpose of such merger or consolidation was to change the domicile of the Borrower, the Person into which the Borrower merged or with which it consolidated was specially formed for such purpose and had at no time conducted any business or operations and such Person shall have assumed in writing the obligations of the Borrower under the Loan Documents in a manner reasonably satisfactory to the Required Agents, (b) any merger or consolidation of any Subsidiary with any one or more other Subsidiaries or with any Person acquired as provided in clause
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Merger or Consolidation; Acquisitions. Merge or consolidate with any Person, or acquire any assets or business from or Capital Securities of any Person, except that, if both before and after giving effect thereto no Default exits or would exist, this Section 4.09 shall not apply to (a) the Thomson Acquisition, (b) any acquisition of assets in the ordinary course of business, (c) any merger or consolidation of the Borrower with any one or more Persons; provided, that the Borrower shall be the continuing Person, (d) any merger or consolidation of any Subsidiary with any one or more other Subsidiaries; provided, that if such Subsidiary is a Loan Party, such Subsidiary shall be the continuing Person and (e) any acquisition (whether by purchase or exchange) of newspaper publishing properties and directly related businesses so long as in the event that the aggregate purchase price with respect to
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Merger or Consolidation; Acquisitions. Merge into or consolidate with any other entity or cause or permit any change in the ownership of more than 10% of the Capital Stock of Subsidiary Bank, or any Subsidiary except in connection with Permitted Acquisitions. Borrower will not, and it will cause or permit Subsidiary Bank or any Subsidiary not to, directly or indirectly, consummate any Acquisitions other than Permitted Acquisitions.
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Related to Merger or Consolidation; Acquisitions

  • Merger or Consolidation Section 8.11

  • Limitation on Consolidation, Merger, Sale or Conveyance (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless:

  • Adjustment for Capital Reorganization, Merger or Consolidation In case of any capital reorganization of the capital stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

  • Repurchase on Sale Merger or Consolidation of the Company For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise Price shall be adjusted accordingly; provided that if pursuant to such Acquisition the entire outstanding class of Shares issuable upon exercise of the unexercised portion of this Warrant are cancelled and the total consideration payable to the holders of such class of Shares consists entirely of cash, then, upon payment to the holder of this Warrant of an amount equal to the amount such holder would receive if such holder held Shares issuable upon exercise of the unexercised portion of this Warrant and such Shares were outstanding on the record date for the Acquisition less the aggregate Exercise Price of such Shares, this Warrant shall be cancelled.

  • Provisions in Case of Consolidation, Merger or Sale of Assets In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

  • Merger or Consolidation Conversion Reorganization Section 3.Master Feeder Structure Section 4.Absence of Appraisal or Dissenters’ Rights Section 5.Reclassification of the Trust ARTICLE IX AMENDMENTS Section 1.

  • Effect of Reclassification, Consolidation, Merger or Sale If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article XVI herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at his address appearing on the Note register provided for in Section 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

  • Merger or Consolidation of the Seller The Seller will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement. Any Person into which the Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller shall be a party, or any Person succeeding to the business of the Seller, shall be the successor of the Seller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person shall have a net worth of at least $25,000,000.

  • Merger or Consolidation of the Company The Company shall keep in full effect its existence, rights and franchises as a corporation, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall be an institution (i) having a net worth of not less than $25,000,000, (ii) whose deposits are insured by the FDIC through the BIF or the SAIF, and (iii) which is a Xxxxxx Xxx and Xxxxxxx Mac-approved company in good standing.

  • Effect of Merger or Consolidation (a) At the effective time of the certificate of merger:

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