Permitted Merger Clause Samples
A permitted-merger clause defines the conditions under which a party to an agreement may merge with or be acquired by another entity without breaching the contract. Typically, this clause outlines specific requirements, such as the successor entity assuming all contractual obligations or limiting mergers to entities that meet certain financial or operational criteria. Its core function is to provide flexibility for corporate restructuring or growth while ensuring that the original contract remains enforceable and that the interests of the non-merging party are protected.
POPULAR SAMPLE Copied 1 times
Permitted Merger. (a) Notwithstanding any other provision of this Agreement and without the need for any further act, vote or approval of the Board, the Member, any Director any officer of the Company or any other person or entity, (i) the Company is hereby authorized to merge with the Member pursuant to Section 18-209 of the Act, with the Company continuing as the surviving entity in such merger (the “Permitted Merger”) and (ii) the Company is hereby authorized to execute, deliver and perform, and the Member, any Director, any officer of the Company or any member of any Committee (including Transaction Committee I, Transaction Committee II and Transaction Committee III), acting alone, on behalf of the Company, is hereby authorized to negotiate the terms of, cause the Company to enter into and perform, and execute, deliver and file (if necessary or desirable), all documents, agreements and certificates that the Member or such Director, officer or Committee member determines are necessary, appropriate, proper, advisable, incidental or convenient to consummate the Permitted Merger (including, without limitation, an agreement of merger and any certificate of merger (as an authorized person of the Company within the meaning of the Act)), and all other documents, agreements, exhibits or certificates contemplated thereby or related thereto with respect to the Permitted Merger (all with such terms and conditions as the Member or such Director, officer or Committee member shall approve; its approval to be conclusively, but not exclusively, evidenced by its execution of any such documents, agreements or certificates). The foregoing authorization shall not be deemed a restriction on the powers of the Member, any Director, any officer of the Company or any Committee member to enter into other agreements on behalf of the Company.
(b) Notwithstanding any provision in this Agreement and without the need for any further act, vote or approval of the Board, the Member, any Director, any officer of the Company or any other person or entity, (i) effective as of the time of the Permitted Merger, (a) CDRSVM Holding, Inc., a Delaware corporation, shall automatically be admitted to the Company as the sole equity member of the Company (such admission effective simultaneously with the effectiveness of the Permitted Merger) and own all of the limited liability company interests in the Company, (b) all references in this Agreement to the Member shall automatically be deemed amended to refer to CDRSVM...
Permitted Merger. Additionally, notwithstanding anything to the contrary contained in Section 8.1 or Section 8.2.1 hereof, Lender’s consent shall not be required in connection with a Permitted Merger of Ionis. As used herein, the term “
Permitted Merger. Under the terms of the Preferred Stock it is contemplated that the Company may effectuate a conversion into a limited liability company by means of a merger on certain terms and conditions and that the holders of Preferred Stock will not have the right to vote with respect to such merger. See “Description of the Series A-2 Preferred Stock – Material Terms – Permitted Merger”
Permitted Merger. No later than 10 Business Days after the effective date of any Permitted Merger, a notice setting forth, in reasonable detail, the terms, conditions and Persons involved therein.
Permitted Merger. Prior to the Permitted Merger Date, MAALP shall diligently use its best efforts to obtain the ratings specified in Section 9.02(ii) and to become a reporting company under the Exchange Act. If such ratings are obtained, MAALP and the Partnership, as the case may be, shall comply with Sections 9.02(i) and (iii) through (xi) and shall effect the Permitted Merger.
Permitted Merger. Pursuant to the Certificate of Designation, the holders of the Series A-2 Preferred Stock are not entitled to vote on a Permitted Merger and the consummation of a Permitted Merger is not deemed a liquidation, dissolution or winding up of the Company. A “Permitted Merger” is a merger between the Company and a newly-formed Delaware limited liability company (the “LLC”), with the LLC surviving the merger; provided, that (I) immediately prior to such merger the LLC has no assets or liabilities and is a direct wholly-owned subsidiary of the Company; (II) the LLC was formed solely for the purpose of the merger and to enable the Company to continue its business as a Delaware limited liability company; (III) immediately following the merger all of the assets and liabilities of the Company become the assets and the liabilities of the LLC; (IV) the Preferred Stock is converted into preferred interests of the LLC that have the same rights, preferences and privileges as the Preferred Stock; (V) no cash or other assets of the Company are distributed or transferred by way of dividend or otherwise in connection with the merger (except from the Company to the LLC); and (VI) no distribution, dividend or transfer of any kind is made to the holders of the Common Stock or any other equity interest in the Company in connection with the merger, except for the exchange of the Common Stock or such equity interest for the equivalent interests in the LLC.
Permitted Merger. Without limiting the provisions in Section 6.4(vi), Merisant Worldwide and Merisant Company shall enter into negotiations with the Administrative Agent and the Collateral Agent to, and the Lenders hereby direct the Administrative Agent and the Collateral Agent, each on behalf of the Lenders, to reflect equitably the Permitted Merger in the Loan Documents with the desired result that the Surviving Entity maintain the equivalent rights, responsibilities and Obligations as Holdings and the Borrower have in the aggregate on the date immediately prior to such merger or consolidation thereof.
Permitted Merger. (a) Subject to paragraph (b) below, each Borrower shall ensure that the Merger Date occurs by not later than 12 months after the date of this Agreement.
(b) Each Borrower must:
(i) notify the Facility Agent at least 60 days prior to the date it proposes to file the Permitted Merger Documents with the Commercial Court;
(ii) provide the Facility Agent with drafts of the Permitted Merger Documents at least 35 days prior to such filing; and
(iii) at least five days prior to such filing provide the Facility Agent (in sufficient copies for all the Lenders if so requested) with final versions of the Permitted Merger Documents.
(c) Each Borrower must (and must ensure that any other member of the Group must promptly), at its own expense, take whatever action the Facility Agent might require in order that after the Permitted Merger:
(i) the Transaction Documents executed or intended to be assumed by the Merged Company will continue with equal force and effect; and
(ii) any Security Interest in favour of the Security Agent is in a valid, effective and enforceable manner, created over all assets owned or held by the Merged Company falling into one of the categories of assets over which a Security Interest has been created under a Security Document where, in the opinion of the Security Agent, the relevant assets of the Merged Company have not yet been subject to a Security Interest under the Security Documents;
(iii) obtain legal opinions satisfactory to the Facility Agent confirming the validity, effectiveness and enforceability of such Security Interests;
(iv) the following documents are entered into by or in respect of the Merged Company on the Merger Date:
(A) from the shareholders of the Merged Company, a pledge over the shares of the Merged Company; and
(B) from the Merged Company a receivables assignment agreement, each in substantially the same form and substance as the Security Documents executed on or about the first Utilisation Date; and
(v) an enterprise pledge is entered into by the Merged Company within 3 Business Days of the Merger Date in substantially the same form and substance as the Security Documents executed on or about the first Utilisation Date.
(d) If the Facility Agent is satisfied that it is possible to create the same Security as that requested under sub-paragraphs (c)(iv) and (v) above, by amending the Security Documents executed on or about the first Utilisation Date, then each Borrower must (and must ensure that any other member of the Gr...
Permitted Merger. Upon the event of a merger of the Parent into any Borrower permitted by Section 5.02(b), all references to the Parent in this Agreement shall be deemed references to the Borrower into which the Parent is merged except (i) where such prior reference to the Parent would be a duplicative reference to such Borrower, in which case the reference to the Parent shall be disregarded, (ii) where such prior reference to the Parent specifically relates to (A) a prior executed agreement to which the Parent was in fact a party, (B) financial statements dated prior to such merger, (C) such reference is a reference to the Parent as a Guarantor, or (D) such reference is contained in the conditions precedent in Section 3.01, (iii) where such change would result in a prior occurring Event of Default no longer being deemed an Event of Default (unless such prior occurring Event of Default has been cured), (iv) with respect to the reference to “Each Subsidiary of the Parent” in Section 4.01(q), which shall be deemed to be a reference to “Any Borrower or any of its Subsidiaries”, and (v) with respect to the reference to the Parent in Section 4.01(r), which shall continue to be a reference to the Parent as if such merger had not occurred.
Permitted Merger. Upon the event of a merger of the Parent into a Borrower permitted by Section 5.02(b), all references to the Parent in this Agreement shall be deemed references to IHCL, unless IHCL is merged into IVZ as permitted by Section 5.02(b), in which case all references to the Parent shall be deemed references to IVZ except (i) where such prior reference to the Parent would be a duplicative reference to IHCL or IVZ, as applicable, in which case the reference to the Parent shall be disregarded, (ii) where such prior reference to the Parent specifically relates to (A) a prior executed agreement to which the Parent was in fact a party, (B) financial statements dated prior to such merger, (C) such reference is a reference to the Parent as a Guarantor, or (D) such reference is contained in the conditions precedent in Section 3.01, (iii) where such change would result in a prior occurring Event of Default no longer being deemed an Event of Default (unless such prior occurring Event of Default has been cured), (iv) with respect to the reference to “Each Subsidiary of the Parent” in Section 4.01(q), which shall be deemed to be a reference to “Either Borrower or any of its Subsidiaries”, unless IHCL has been merged into IVZ, in which case such reference shall be a reference to “the Borrower or any of its Subsidiaries”, and (v) with respect to the reference to the Parent in Section 4.01(r), which shall continue to be a reference to the Parent as if such merger had not occurred.