MERGER OR TRANSFER Sample Clauses

The Merger or Transfer clause outlines the rights and procedures if one party undergoes a merger, acquisition, or transfers its interests under the agreement. Typically, this clause specifies whether the contract can be assigned to a successor entity or if consent is required from the other party before such a transfer occurs. Its core function is to provide clarity and predictability regarding the continuity of contractual obligations in the event of significant organizational changes, thereby protecting both parties from unexpected shifts in responsibility or control.
MERGER OR TRANSFER. 7.1 Certain Requirements Respecting Amalgamation, Combination, Merger, Reorganization, Continuance, Conveyance, etc. So long as any of the Notes remain outstanding, neither the Guarantor nor the Corporation (the “Transferring Corporation”) shall amalgamate with, combine with, merge into or reorganize with any other Person, whether pursuant to plan of arrangement or otherwise, or continue to another jurisdiction, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (a) the successor Person (“Successor”) formed by such amalgamation, combination or reorganization or into which the relevant Transferring Corporation is merged, or following the continuance, or the Person which shall have acquired by conveyance or transfer, or which leases, such properties and assets is a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States or any state thereof, in the case of the Guarantor, or under the laws of Canada or any province thereof, in the case of the Corporation, and shall assume payment of the principal of, and premium, if any, and interest, if any, and any other amounts payable hereunder in respect of the Notes and, if applicable, the Guarantee and the performance or observance of every covenant to be performed or observed by the relevant Transferring Corporation under the Notes; and (b) immediately thereafter, neither an Event of Default (or event which, with notice or lapse of time, or both, would be such) nor a breach of this Indenture (including, without limitation, where applicable, the Guarantee) shall have occurred and be continuing. If any such transaction were to occur, then, provided that the relevant Transferring Corporation has complied with the foregoing conditions, such corporation would (except in the case of a lease) be discharged from all of its respective obligations and covenants under the Notes, and this Indenture (including, without limitation, where applicable, the Guarantee). The provisions of this Section 7.1 shall not be applicable to a merger or other transaction in which the Corporation or the Guarantor, as applicable, is the surviving corporation.
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MERGER OR TRANSFER. Section 10.01
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MERGER OR TRANSFER. Section 10.02 Vesting of Powers in Successor - 47 - Section 10.03 Execution of Supplemental Indenture - 47 -
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MERGER OR TRANSFER. At any time that there is in existence any trust created by Employer which satisfies the requirements in Articles 2 and 4, at the direction of Employer, the Trust may be merged with such trust, or all or part of its assets (net of any amount as may be reasonably necessary to pay the fees and expenses of the Trust Administrator, the Trustee and other expenses of the Trust) transferred to such trust; provided, however, that no such merger or transfer may increase the Trustee’s obligations under this Agreement without the Trustee’s written approval, no such merger or transfer may render the Trust “revocable” or otherwise adversely affect the status of the Trust as described in Articles 2 and 4.‌
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MERGER OR TRANSFER. The Employer shall not hire or use extra equipment, other than motor vehicle common carriers, unless his own usable equipment is in use. Drivers of other Employers on trucks hired or contracted for by the Employer, other than motor vehicle common carriers, shall receive not less than the same conditions and terms of this Agreement.
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MERGER OR TRANSFER. Section 7.01. Obligor May Consolidate, Etc., Only on Certain Terms 48 TABLE OF CONTENTS (continued) Section 7.02. Guarantor May Consolidate, Etc., Only on Certain Terms 48 Section 7.03. Successor Entity Substituted 49
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MERGER OR TRANSFER. In lieu of termination, the Trustees may, subject to the consent of YUFA after consultation with ARF, elect to effect a merger or transfer of the Fund within a reasonable period with an existing fund with similar objects, to provide similar benefits for some or all of the Retirees under this Agreement and to do all such acts and things and execute such documents as may be necessary for this purpose.
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Related to MERGER OR TRANSFER

  • Sale or Transfer 15.9.3.1 In the event of a sale or transfer of a store or stores, an employee shall be allowed a seven (7) day period from the date of announcement to the employees of the sale or transfer during which time he may determine whether he wishes to stay with the seller or whether he wishes to make application for employment with the new owner or transferee. In the event the employee chooses to remain with the seller, such choice shall not be construed as any guarantee of employment over and beyond the terms of this Agreement. 15.9.3.2 In the event of a sale or transfer of a store or stores, the new owner or transferee shall make every effort to fill his employment needs in such store or stores from those employees of the seller or transferor who were employed in the stores sold or transferred. 15.9.3.3 Such new owner or transferee, however, shall not be required to retain in his employ any of the employees of the seller or transferor. Any employee of the seller or transferor who is employed within the thirty (30) day period referred to immediately below by the new owner or transferee shall be employed on a probationary basis for a period of thirty (30) days from the date the new owner or transferee assumes responsibility for the management and operation of the store or stores, subject to termination within such thirty (30) days with or without cause and without reference to seniority. Any termination within such thirty (30) day period shall not be reviewable through the grievance or arbitration procedures, except for a violation of Paragraph 15.9.3.2 of this Article. 15.9.3.4 Any employee of the seller or transferor who is employed by the new owner or transferee within such thirty (30) day period and who is retained on the payroll of the new owner or transferee for a period in excess of such thirty (30) day period, shall be credited with and retain all seniority acquired while in the employ of the seller or transferor since his most recent date of hire by such seller or transferor for the purpose of determining benefits to which he is entitled under the Collective Bargaining Agreement with the new owner or transferee by virtue of such seniority as if his employment were continuous, including retention of anniversary date of employment, provided that the employees of the seller or transferor shall for the purposes of termination be credited with no more seniority than that of the most-senior employee employed by the new owner or transferee covered by an agreement with a UFCW Local on the date of assumption of responsibility, and provided further that the new owner or transferee shall not be liable for any benefits or payments owed to the employee because of employment with the seller or transferor. “Seller or transferor” is defined to include prior owners of the same store since January 1, 1956. 15.9.3.5 The seller or transferor shall pay all vacation and sick leave accrued for time worked as of the date the sale or transfer becomes effective for all employees who have completed at least six (6) months with the Employer on the effective date of the sale or transfer, and said date shall become the date of employment with the new Employer for the purpose of vacation and sick leave only.

  • No Sale or Transfer No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuer.

  • Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of

  • Assignment or Transfer Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).