Mergers, Amalgamations or Acquisitions Clause Samples
The 'Mergers, Amalgamations or Acquisitions' clause defines how the agreement is affected if one of the parties undergoes a structural change, such as merging with another company, amalgamating, or being acquired. Typically, this clause outlines whether the rights and obligations under the contract will automatically transfer to the new or surviving entity, or if consent from the other party is required. Its core practical function is to ensure continuity and clarity in contractual relationships during significant corporate changes, preventing disputes or uncertainty about the agreement’s enforceability after such events.
Mergers, Amalgamations or Acquisitions. Merge, amalgamate, or consolidate, or permit any of its Subsidiaries to merge, amalgamate, or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division). A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.
Mergers, Amalgamations or Acquisitions. Merge, amalgamate or consolidate, or except as permitted by the immediately succeeding sentence, permit any of its Subsidiaries to merge, amalgamate or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person; provided that Borrower or any Subsidiary thereof may form any new Subsidiary, so long as such new Subsidiary has executed and delivered Bank the Security contemplated by this Agreement to Bank’s satisfaction. A Subsidiary may merge, amalgamate or consolidate into another Subsidiary or into Borrower.
Mergers, Amalgamations or Acquisitions. Merge, amalgamate or consolidate, or permit any Subsidiary to merge, amalgamate or consolidate, with or into any other Person or acquire, or permit any Subsidiary to acquire, all or substantially all of the Equity Securities or assets of another Person; provided that (a) any Subsidiary may merge or amalgamate into another Subsidiary that is a Loan Party, (b) any Subsidiary may merge or amalgamate into a Loan Party so long as such Loan Party is the surviving entity, and (c) any Subsidiary that is a non-Loan Party may merge or amalgamate into another Subsidiary that is a non-Loan Party.
Mergers, Amalgamations or Acquisitions. Merge, amalgamate or consolidate, or permit any of its Subsidiaries to merge, amalgamate or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person, except for (i) Permitted Acquisitions, (ii) any transaction pursuant to which a Subsidiary (an “Original Subsidiary”) merges, amalgamates or consolidates into another Subsidiary (a “Surviving Subsidiary”) (provided that, to the extent an Original Subsidiary is a Loan Party, the applicable Surviving Subsidiary is a Loan Party or has otherwise provided a secured guarantee of the Obligations) or with (or into) Borrower Representative provided Borrower Representative is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom, and (iii) any liquidation or dissolution of a Subsidiary that is not a Loan Party provided that any assets of such Subsidiary are transferred to another Subsidiary and that is not materially disadvantageous to the Secured Parties (as determined by the Borrower Representative in good faith).
Mergers, Amalgamations or Acquisitions. Merge, amalgamate or consolidate, or permit any Subsidiary to merge, amalgamate or consolidate, with or into any other Person or acquire, or permit any Subsidiary to acquire, all or substantially all of the Equity Securities or assets of another Person; provided that (a) any Subsidiary may merge or amalgamate into another Subsidiary, (b) any Subsidiary may merge or amalgamate into a Borrower so long as such Borrower is the surviving entity, and (c) only to the extent necessary to effect the De-Spac Transaction, Borrower or a Subsidiary may merge or amalgamate into an Affiliate that has (contemporaneously) granted first priority security over its assets in favor of the Collateral Agent (or directed payment of funds to repay all Obligations).
Mergers, Amalgamations or Acquisitions. Merge, amalgamate, or consolidate, or permit any of its Subsidiaries to merge, amalgamate, or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), other than Permitted Acquisitions. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.”
21.12 Section 13 (Definitions). The following defined terms and their respective definitions set forth in Section 13.1 of the Loan Agreement hereby are added or amended and restated in their entirety, as applicable, to read as follows: