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. Other than any Disposal made in accordance with the Bareboat Charter, 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. 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 consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets 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. It is the intent of Lender, Buyer and Borrower that (a) the interests of Borrower conveyed to Buyer hereunder and the interests of Lender existing under each Deed of Trust shall not merge upon or after Closing, (b) each Deed of Trust and the applicable Note shall continue in full force and effect and such Deed of Trust shall remain as a first priority lien against the applicable Real Property notwithstanding the transfer of the Real Property to Buyer and Lender's covenant not to ▇▇▇ Borrower pursuant to Section 5.1 hereof, and (c) Lender shall retain the right to foreclose upon the Real Property, whether judicially or non-judicially pursuant to its power of sale under such Deed of Trust, after the Closing but agrees not to seek a judgment for deficiency against Borrower or its constituent members.