No Fundamental Changes. There shall no exist any fundamental change to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement.
No Fundamental Changes. Neither Borrower nor Guarantor will (a) convert to another form of organization, or other than a Permitted Merger enter into any merger or consolidation with, or sell or transfer all, substantially all or any substantial portion of its assets to, any other Person (whether in one transaction or in a series of transactions) without the prior written consent of Lender, (b) dissolve, liquidate or cease or suspend the conduct of business, or cease to maintain its existence, or (c) permit or suffer a transfer of its equity interests (including by operation of law), or enter into or suffer any transaction or series of transactions, as a result of which there occurs a Change of Control. In no event will Borrower permit the sale or issuance of any of its equity interests to any Person if such sale or issuance could reasonably be expected either to impair or result in the termination of any waiver of the Xxxxxxxx Islands citizenship status required for the registry of vessels under the flag of the Republic of the Xxxxxxxx Islands in the name of Borrower granted pursuant to Section 203 of the Maritime Act, as amended, or to invalidate the Certificate of Documentation or Registry issued for the Vessel by the Republic of the Xxxxxxxx Islands.
No Fundamental Changes. The Company shall not, after the date hereof, (1) engage in any business activities substantially different than-those in which the Company is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change ownership, dissolve or transfer or sell assets out of the ordinary course of business.
No Fundamental Changes. Except as expressly contemplated or permitted by this Agreement or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, neither RGF, RAC or Crown Bank or Acquiror shall (i) take any action that is intended or may reasonably be expected to result in any of the conditions to the Transaction set forth in this Agreement not being satisfied, (ii) take any action or fail to take any action which would reasonably be expected to materially and adversely impair or delay consummation of the transactions contemplated hereby beyond the time period contemplated by this Agreement or (iii) with respect to RGF, RAC and Crown Bank only, agree to, or make any commitment to, take any of the actions prohibited by Sections 3.01 and 3.02.
No Fundamental Changes in the Conduct of Business by Parent. Except (i) as set forth in Section 4.5 of the Parent Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Company in writing, or (iv) as required by applicable law or regulation, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations. Except (i) as set forth in Section 4.5 of the Parent Disclosure Schedule, (ii) as consented to by Company in writing or required by applicable law or regulation or (iii) as otherwise expressly contemplated by this Agreement, none of the Parent Parties shall:
No Fundamental Changes. Borrower shall not directly or indirectly merge, consolidate, amalgamate or liquidate with or into any person or entity without the written consent of Lender. Borrower shall not directly or indirectly convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business assets to any person or entity without the written consent of Lender.
No Fundamental Changes. Until the Termination Date, (i) the Company shall not merge into or consolidate with any other Person, or permit any other Person to merge into 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 its assets, or all or substantially all of the equity interests issued by any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve or consummate a division of the assets, liabilities and/or obligations of the Company into two or more Persons, provided that, if at the time thereof and immediately after giving effect thereto, no Event of Default shall or would have occurred and be continuing, any wholly-owned Subsidiary of the Company may merge into or consolidate with the Company in a transaction in which the Company is the surviving entity; and (ii) the Company shall not engage to any material extent in any business other than the business in which it is engaged as of the Closing Date (or activities directly ancillary thereto).
No Fundamental Changes. Until the Termination Date, (i) the Company shall not and shall cause Odyssey Minerals Cayman Limited (“OMCL”) not to merge into or consolidate with any other Person, or permit any other Person to merge into 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 its assets, or all or substantially all of the equity interests issued by any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve or consummate a division of the assets, liabilities and/or obligations of the Company into two or more Persons, provided that, if at the time thereof and immediately after giving effect thereto, no Event of Default shall or would have occurred and be continuing, any wholly-owned Subsidiary of the Company may merge into or consolidate with the Company in a transaction in which the Company is the surviving entity; (ii) the Company shall not and shall cause OMCL not to engage to any material extent in any business other than the businesses in which they are engaged as of the Initial Closing Date (or activities directly ancillary thereto); and (iii) the Company shall cause OMCL not to engage in any activity other than holding equity interests in Ocean Minerals LLC, a Cayman Islands limited liability company, or to acquire any other assets or to incur any other liabilities.
No Fundamental Changes. (i) No Loan Party shall (1) adopt any amendments to its Organic Documents, (2) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, or enter into a letter of intent or agreement in principle with respect thereto, or (3) make any acquisition of any other Person. The obligations of this Section 11(a)(i) shall not apply to and shall not preclude or prohibit the execution and delivery of the Merger Agreement and the consummation of any of the transactions contemplated by the Merger Agreement. Any mergers, consolidations, restructurings or reorganizations solely by and among the Loan Parties shall not be prohibited by this Section 11(a)(i).
