No merger etc Clause Samples
The "No merger etc" clause prevents the terms and obligations of an agreement from being extinguished or altered by the completion of a transaction or the execution of related documents. In practice, this means that even after the main contract is fulfilled or a deed is executed, certain rights and responsibilities outlined in the agreement continue to apply unless explicitly stated otherwise. This clause ensures that important provisions, such as warranties or indemnities, remain enforceable beyond the closing of a deal, thereby protecting the parties from unintended loss of rights or obligations due to the legal doctrine of merger.
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No merger etc. The Guarantor shall not, and shall procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation.
No merger etc. The Guarantor shall not enter into any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquire any entity, share capital or obligations of any corporation or other entity (each of the foregoing being a "Transaction") unless:
(a) the Guarantor has notified the Security Trustee in writing of the agreed terms of the relevant Transaction promptly after such terms have been agreed as heads of terms (or similar) and thereafter notified the Security Trustee in writing of any significant amendments to such terms during the course of the negotiation of the relevant Transaction; and
(b) the relevant Transaction does not require or involve or result in any dissolution of the Guarantor so that at all times the Guarantor remains in existence; and
(c) each notice delivered to the Security Trustee pursuant to paragraph (a) above is accompanied by a certificate signed by the chief financial officer of the Guarantor whereby the Guarantor represents and warrants to the Security Trustee that the relevant Transaction will not:
(i) adversely affect the ability of any Obligor to perform its obligations under the Finance Documents;
(ii) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; or
(iii) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants); and
(d) if the merger or analogous transaction involves the Guarantor or the Borrower, all the necessary "Know your customer requirements" have been complied with.
No merger etc. The Guarantor shall not enter into any form of merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control unless the Guarantor remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control and Clause 11.14 (Financial Covenants) has been complied with.
No merger etc. No judgment recovered by the Lender shall operate by way of merger of or in any way affect the Security Interest, which is in addition to and not in substitution for any other security now or hereafter held by the Lender in respect of the Obligations.
No merger etc. The Guarantor shall not enter into any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquire any entity, share capital or obligations of any corporation or other entity (each of the foregoing being a “Transaction”) unless:
(a) the Guarantor has notified the Agent in writing of the agreed terms of the relevant Transaction promptly after such terms have been agreed as heads of terms (or similar) and thereafter notified the Agent in writing of any significant amendments to such terms during the course of the negotiation of the relevant Transaction; and
(b) the relevant Transaction does not require or involve or result in any dissolution of the Guarantor so that at all times the Guarantor remains in existence; and
(c) each notice delivered to the Agent pursuant to paragraph (a) above is accompanied by a certificate signed by the Chief Financial Officer of the Guarantor whereby the Guarantor represents and warrants to the Agent that the relevant Transaction will not:
(i) adversely affect the ability of any Obligor to perform its obligations under the Finance Documents;
(ii) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; or
(iii) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15.
No merger etc. The Guarantor shall not, without the Lender's prior written consent, enter into any merger, amalgamation or consolidation or, except in the ordinary course of business, sell, lease or otherwise transfer or dispose of a material portion of the Guarantor's assets.
No merger etc. The Company shall not have consolidated or merged with, or sold, leased or otherwise disposed of its properties as an entirety or substantially as an entirety to, any Person.
No merger etc. The Guarantor shall not, and shall procure that no Borrower shall, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation or any form of acquisition, including any joint venture (save for an IPO).
No merger etc. The Company shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:
(a) either:
(i) the Company is the surviving corporation; or
(ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
(b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Agreement and the other Investment Documents pursuant to agreements reasonably satisfactory to the Holders;
(c) immediately after such transaction, no Default or Event of Default exists; and
(d) the Funded Indebtedness Leverage Ratio and Preferred Leverage Ratio of (i) the Company, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company), or (iii) to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction is consummated would have been no more than 80% of the permitted level therefor for such period under Sections 9.17(c) or (b), determined on a pro forma basis (in accordance with the accounting requirements of Rule 11-02 of Regulation S-X), as if such transaction (including any related incurrence of Indebtedness) had occurred at the beginning of such four-quarter period. In addition, the Company will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 9.12 will not apply to:
(A) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; and
(B) any sale, transfer, assignment, conveyance, lease or other disposition of asset...
No merger etc. The Guarantor shall procure that the Bareboat Charterer will not, enter into any form of merger, sub-division, amalgamation, demerger, reorganisation or corporate reconstruction.