Mergers, Amalgamations, Consolidations, Sales of Assets and Acquisitions Sample Clauses
This clause governs the rights and obligations of parties in the event of significant corporate changes such as mergers, amalgamations, consolidations, sales of assets, or acquisitions. It typically outlines procedures to be followed if one party undergoes such a transaction, including requirements for notification, consent, or the assignment of contractual rights and obligations. For example, if a company is acquired by another entity, the clause may specify whether the contract automatically transfers to the new owner or if the other party has the right to terminate the agreement. The core function of this clause is to provide certainty and protect the interests of both parties by addressing how major corporate changes affect their contractual relationship.
Mergers, Amalgamations, Consolidations, Sales of Assets and Acquisitions. (a) Merge into, amalgamate, or consolidate with any other person (other than the merger of the U.S. Borrower with and into BTR as described in the preliminary statement), or permit any other person to merge into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of either Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any wholly owned Subsidiary may merge into or amalgamate with either Borrower in a transaction in which such Borrower is the surviving or continuing corporation, (ii) any wholly owned Subsidiary may merge into, amalgamate or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving or continuing entity is a wholly owned Subsidiary and no person other than a Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (iii) the Borrowers and the other Subsidiaries may make Permitted Acquisitions.
(b) Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 75% of which is cash or Permitted Investments, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed (x) $25,000,000 in the aggregate with respect to assets of the U.S. Borrower and its Domestic Subsidiaries and (y) $75,000,000 in the aggregate with respect to all Asset Sales; provided, however, that, so long as any Term B-2 Loans remain outstanding, not more than $10,000,000 of the Net Cash Proceeds of Assets Sales of the European Borrower and its Subsidiaries may be reinvested pursuant to the definition of the term “Net Cash Proceeds” and, instead, must be used to prepay the Term Loans (or, if Holdings elects pursuant to Section 2.13(f), Term B-2 Loans) pursuant t...
Mergers, Amalgamations, Consolidations, Sales of Assets and Acquisitions. Merge into, amalgamate or consolidate with any other person, or permit any other person to merge into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or any interest therein (including the sale or factoring at maturity or collection of any accounts or in connection with a Sale/Leaseback Transaction), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Loan Party or any subsidiary thereof, or any interest therein, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person (all of the foregoing transactions, a “Covered Transaction”), except that this Section 6.04 shall not prohibit:
(a) (i) the purchase and sale of inventory in the ordinary course of business by any Loan Party or any subsidiaries, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by any Loan Party or any subsidiary thereof,