Ownership; Merger Sample Clauses

Ownership; Merger. The Transferor will not (i) sell any shares of any class of its capital stock to any Person (other than Muehlstein or any of its Controlled Affiliates), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), Pooling and Servicing Agreement or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, except indirectly in connection with a consolidation or merger of Muehlstein with any of its Controlled Affiliates, in connection with which the Trustee shall have received an Opinion of Counsel, which counsel shall not be an employee of the Transferor, Muehlstein or any of their respective Affiliates, that such consolidation or merger does not affect the separate existence of the Transferor.
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Ownership; Merger. The Transferor will not (i) sell any shares of any class of its capital stock to any Person (other than Zenith or any of its Affiliates that are Subsidiaries of Zenith), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person.
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Ownership; Merger. Neither the Managing Member nor the ---------------- Transferor will (i) sell any membership interest or any shares of any class of its stock or any interest therein to any Person (other than in the case of the Managing Member, to AK Steel, and in the case of Transferor, to Managing Member and to AKS Investments, Inc., an Ohio corporation so long as AKS Investments, Inc. shall remain a wholly owned subsidiary of AK Steel), or enter into any transaction of merger or consolidation or convey or otherwise dispose of any substantial portion of its assets (except as contemplated herein), or purchase or redeem any membership interest or any shares of its stock; or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution); or (iii) permit the pledge of its membership interest or any capital stock (provided that AK Steel may pledge the Subordinated Note (as such term is defined in the Receivables Purchase Agreement) of the Transferor or the stock of the Managing Member in connection with a financing, but only if subject to an intercreditor agreement as contemplated by Section 11.04(r), or (iv) ---------------- acquire or permit any of its shares of capital stock to be acquired by any Person other than AK Steel." (Q) Section 9.04(l) of the Purchase and Servicing Agreement is amended to read in full as follows:
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Ownership; Merger. The Transferor will not (i) sell any shares of any class of its capital stock to any Person (other than W-P Steel), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein) PROVIDED, that the Transferor shall not be prohibited from transferring or pledging the Transferor Certificate, or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, except indirectly in connection with a consolidation or merger of W-P Steel (which consolidation or merger shall be permitted by Section 8.02 if W-P Steel is then serving as the Servicer), in connection with which the Trustee shall have received an Opinion of Counsel, which counsel is not an employee of W-P Steel or any of its Affiliates, that such consolidation or merger does not affect the separate existence of Transferor.
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Ownership; Merger. AK Steel will not (i) sell any shares of any ----------------- class of its voting stock (or any interest therein) to any Person (other than to Holding or, following any merger of Holding into AK Steel permitted hereunder, to any Person if such sale does not cause a Change of Control), or enter into any transaction of merger or consolidation (other than the AK Steel Merger, to which each of the Purchaser Parties hereby consents), or convey or otherwise dispose of all or any material portion of its assets (except as contemplated herein), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), (iii) permit a pledge of its capital stock held by Holding, or (iv) permit a Change of Control; provided that, -------- notwithstanding any restriction to the contrary contained in this Section ------- 11.04(s), AK Steel shall be permitted to merge into or with Holding so long as -------- (1) Holding has not merged and does not intend to merge, as a part of such merger or otherwise, into or with any other Person, (2) any such merger does not impair the collectibility of any Receivable or otherwise adversely affect the interests or remedies of the Agent or any Purchaser under any Transaction Document, (3) any such merger does not affect the obligations of AK Steel hereunder or under any other Transaction Document; and further that, at or prior ------- to any such merger with or into Holding, the surviving entity shall expressly and by a written agreement or agreements in form and substance reasonably acceptable to the Agent and a Majority in Interest assume all the liabilities and other obligations of AK Steel hereunder and under each other Transaction Document to which AK Steel is a party or by which it is bound, including the liabilities and other obligations of AK Steel in its capacity as Originator, as Seller and as Servicer, which written agreement shall include representations and warranties and covenants similar to those provided by AK Steel herein and by the Seller in the Receivables Purchase Agreement, as required by the Agent and a Majority in Interest; provided, however, that AK Steel shall be permitted to -------- ------- merge into or with any other Person so long as (A) such merger does not result in a Change of Control, (B) the surviving corporation in such merger is incorporated under the laws of a state of the United States and has net worth not less than that of AK Steel on the date preceding such merger an...
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Ownership; Merger. The Issuer will not (i) sell any of its equity interest to any person or entity (other than its sole shareholder, ARM Face Amount Certificate Group, Inc.) or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution) or (iii) acquire or be acquired by any person or entity.
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Ownership; Merger. The Transferor will not, unless the Rating Agency Condition is satisfied, (i) admit any partner (other than its current partners) or permit either of its current partners to transfer all or any portion of its partnership interest in the Transferor to any Person (other than the other current partner), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein) or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, except indirectly in connection with a consolidation or merger of Dell with any of its Controlled Affiliates, in connection with which the Trustee shall have received an Opinion of Counsel, which counsel shall not be an employee of the Transferor, Dell or any of their respective Affiliates, that such consolidation or merger does not affect the separate existence of Transferor.
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Ownership; Merger. The Issuer will not (i) sell any shares of any class of its capital stock to any Person (other than the Originator or any wholly-owned subsidiary of the Originator), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, (except indirectly in connection with a consolidation, merger or transfer of stock of the Originator to the extent such consolidation or merger is permitted under the Loan Purchase Agreement, in connection with which the Trustee shall have received an Opinion of Counsel, which counsel is not an employee of the Originator or any of its Affiliates, relating to the continued separate corporate existence of the Issuer).
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Related to Ownership; Merger

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Share Exchange In the case of a Share Exchange, (i) the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) shall be deemed to be a holder of Deliverable Common Stock from and after the close of business on the Exchange Date. (ii) as promptly as practicable on or after the Exchange Date (but not later than the close of business on the Business Day immediately following the Exchange Date), RocketCo shall deliver or cause to be delivered to the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) the number of shares of Deliverable Common Stock deliverable upon such Exchange, registered in the name of such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued). To the extent the Deliverable Common Stock is settled through the facilities of The Depository Trust Company, RocketCo will, subject to Section 2.02(d)(iii) below, upon the written instruction of an Exchanging Holder, deliver or cause to be delivered the shares of Deliverable Common Stock deliverable to such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued), through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such Holder. (iii) If the shares of Deliverable Common Stock issued upon an Exchange are not issued pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, such shares shall bear a legend in substantially the following form: THE TRANSFER OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (iv) if (i) any shares of Deliverable Common Stock may be sold pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, (ii) all of the applicable conditions of Rule 144 are met, or (iii) the legend (or a portion thereof) otherwise ceases to be applicable, RocketCo, upon the written request of the Holder thereof shall promptly provide such Holder or its respective transferees, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any) with new certificates (or evidence of book-entry share) for securities of like tenor not bearing the provisions of the legend with respect to which the restriction has terminated. In connection therewith, such Holder shall provide RocketCo will such information in its possession as RocketCo may reasonably request in connection with the removal of any such legend.

  • Effective Time of the Merger The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • CONSOLIDATION, MERGER AND SALE Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

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