Merger; Sales Clause Samples
The 'Merger; Sales' clause defines the rights and obligations of the parties in the event that one party undergoes a merger or sells its business or assets. Typically, this clause outlines whether the agreement will automatically transfer to the successor entity or if consent is required for assignment, and may specify notification procedures or conditions under which the agreement may be terminated. Its core function is to provide certainty and continuity for contractual relationships during significant corporate changes, ensuring that both parties understand how their rights and duties are affected by mergers or sales.
Merger; Sales. The Borrower shall not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or acquire or be acquired by any Person, or convey, sell, loan or otherwise dispose of all or substantially all of its property or business, except as provided for in this Agreement.
Merger; Sales. The Trust Depositor shall not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution) or acquire or be acquired by any Person, or convey, sell, lease or otherwise dispose of all or substantially all of its property or business, except as provided for in this Agreement.
Merger; Sales. The Seller shall not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or acquire or, subject to Section 10.15 be acquired by any Person, or convey, sell, lease or otherwise dispose of all or substantially all of its property or business, except as provided for in this Agreement.
Merger; Sales. Other than in connection with the SPAC Transaction, such Borrower shall not enter into any transaction of merger or consolidation, or, to the fullest extent permitted by law, liquidate or dissolve itself (or suffer any liquidation or dissolution), or acquire or be acquired by any Person, or convey, sell, loan or otherwise dispose of all or substantially all of its property or business, except as provided for in this Agreement.
Merger; Sales. The Issuer shall not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution) or acquire or be acquired by any Person, or convey, sell, lease or otherwise dispose of all or substantially all of its property or business, except as provided for in this Agreement.
Merger; Sales. The Transferor shall not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or acquire or be acquired by any Person, or convey, sell, lease or otherwise dispose of all or substantially all of its property or business, except as provided for in this Agreement.
Merger; Sales. The Trustee on behalf of the Trust will not enter into any transaction providing for the merger, consolidation, termination, liquidation or dissolution of the Trust or the acquisition of the Trust by any Person, or otherwise change the form or organization of the Trust's business, or convey, sell, lease or otherwise dispose of any of the Trust's Property or business, except (i) for transactions contemplated by the Lease Agreement, (ii) Liens permitted by Section 8.12 hereof or (iii) in connection with the appointment of a co-trustee, separate trustee or successor trustee pursuant to Section 10.2 hereof.
Merger; Sales. 58 SECTION 6.12. DISTRIBUTIONS............................................................................59 SECTION 6.13.
Merger; Sales. The Financing Originator shall not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or acquire or be acquired by any Person, or convey, sell, lease or otherwise dispose of all or substantially all of its property or business, except as provided for in Section 9.14.
Merger; Sales. The Originator will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Originator is the surviving entity and unless:
(i) the Originator has delivered to the Deal Agent and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.2(e) and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Originator and such other matters as the Deal Agent may reasonably request;
(ii) the Originator shall have delivered notice of such consolidation, merger, conveyance or transfer to the Deal Agent;
(iii) after giving effect thereto, no Event of Default, Servicer Default, Unmatured Event of Default or Unmatured Servicer Default shall have occurred; and
(iv) the Deal Agent shall have consented in writing to such consolidation, merger, conveyance or transfer.