Common use of Restrictions on Dissolution and Merger Clause in Contracts

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee, or a change in the ownership and/or Control of the Lessee of any of the existing Principals, except in each case as provided in Section 8.20(d).

Appears in 2 contracts

Samples: Agency Lease Agreement, Agency Lease Agreement

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Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the LesseeLessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d).

Appears in 2 contracts

Samples: Agency Lease Agreement, Agency Lease Agreement

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Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b). not change or permit the change of any Principal of the Lessee and/or the Tenant, or a change in the relative ownership and/or Control of the Lessee and/or the Tenant of any of the existing Principals, except in each case as provided in Section 8.20(d), and (vii) not change or permit the change of any Principal of the Lessee, or a change in the ownership and/or Control of the Lessee of any of the existing Principals, except in each case as provided in Section 8.20(d).

Appears in 1 contract

Samples: Agency Lease Agreement

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