Restriction on Amalgamation etc Clause Samples
The 'Restriction on Amalgamation etc' clause prohibits or limits a party's ability to merge, consolidate, or otherwise combine with another entity without prior consent or meeting specified conditions. In practice, this clause may require a company to obtain written approval from the other party before proceeding with mergers, acquisitions, or similar structural changes. Its core function is to protect the interests of the other party by ensuring that significant changes in corporate structure do not occur without oversight, thereby preventing unexpected shifts in control or risk.
Restriction on Amalgamation etc the Borrower shall not and shall not permit any of the other Loan Parties to enter into any transaction (other than a transaction involving only Loan Parties) whereby all or substantially all of its undertaking, property and assets would become the property of any other person (herein called a "Successor") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (each a "Transaction") unless:
(i) the Majority Lenders, acting reasonably, are satisfied with the resulting creditworthiness of the Successor after the Transaction;
(ii) prior to or contemporaneously with the consummation of such Transaction:
(A) the Successor is or will be (by operation of law or otherwise) bound by or have assumed all the covenants and obligations of the Borrower or such Loan Party under the Loan Documents to which it is a party; and
(B) the Loan Documents to which it is a party will be valid and binding obligations of the Successor, enforceable against the Successor and entitling the Agent and the Lenders, as against the Successor, to exercise all their rights under the Loan Documents to which it is a party; and provided that the Successor shall also execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish (A) and (B) above;
(iii) the Successor is an entity governed by or created under the federal laws of Canada or the laws in force in a province of Canada, and in the case of the Borrower only, the Successor is a corporation;
(iv) such Transaction shall not have a Material Adverse Effect;
(v) such Transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Agent and the Lenders hereunder and under any other Loan Documents and not to affect adversely the potential liability of the Agent and the Lenders for any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada or any province or political subdivision thereof or any authority or agency therein or thereof having power to impose or levy taxes, duties, assessments or charges;
(vi) such Transaction shall not result in the undertaking, property and assets of the Successor being subject to any Security Interests other than Perm...
Restriction on Amalgamation etc neither the Borrower nor Petro-Canada or any Designated Subsidiary shall merge, amalgamate, consolidate or otherwise enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other person other than the Borrower, Petro-Canada or a Designated Subsidiary (each called a "Successor") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (each a "Transaction") without the consent of the Lenders, such consent not to be unreasonably withheld, provided that no such consent will be required if:
(i) prior to or contemporaneously with the consummation of such Transaction and if the Transaction involves the Borrower or Petro-Canada:
(A) the Successor will be bound by or have assumed all the covenants and obligations of the Borrower or Petro-Canada under this Agreement and the other Loan Documents; and
(B) if the Transaction only involves the Borrower, Petro-Canada will continue to be liable for the obligations and liabilities of the Successor hereunder to the same extent Petro-Canada is liable hereunder on the date hereof;
(C) this Agreement and the other Loan Documents will be valid and binding obligations of the Successor, enforceable against the Successor and entitling the Lenders, as against the Successor, to exercise all its rights under, as applicable, this Agreement and the other Loan Documents; and, if the Transaction involves the Borrower or Petro-Canada, the Successor shall also execute and/or deliver to the Lenders such documents (including legal opinions of counsel to the Successor), if any, as may, in the opinion of the Agent, acting reasonably, be necessary to effect or establish (A), (B) and (C) above;
(ii) if the Transaction involves the Borrower or Petro-Canada, the Successor is a person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof, or, if such consolidation, amalgamation, merger, statutory arrangement or other transaction would not impair the rights of the Lenders, in any other jurisdiction;
(iii) immediately after such Transaction and after giving effect thereto, the unsubordinated debt of Petro-Canada or such Successor in the case of a transaction involving Petro-Canada is or will be rated at least Baa3 by ▇▇▇▇▇'▇ or BBB- by S&P;
(iv) if the Transaction involve...
Restriction on Amalgamation etc. The Borrower shall not, and shall not permit any other Borrower Group Member to, enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any...