Sale and Merger Transactions Sample Clauses

Sale and Merger Transactions. Section 2.01. Sale and Purchase of the Purchased Assets 28 Section 2.02. Merger of Xxx Xxxxxx Parent 28 Section 2.03. Purchase Price 29 Section 2.04. Closing 29 Section 2.05. Closing Revenue Run-Rate Purchase Price Adjustment 31 Section 2.06. True-Up 33 Section 2.07. Allocation of Purchase Price 35 Section 2.08. Assignment of Contracts and Rights 36 Section 2.09. Certain Adjustments 36 Section 2.10. Post-Closing Cash Cap 36 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.01. Organization and Qualification 38 Section 3.02. Ownership 38 Section 3.03. Corporate Authority 39 Section 3.04. Binding Effect 39 Section 3.05. Governmental Consents and Approvals 39 Section 3.06. Non-Contravention 40 Section 3.07. Investment Purpose 41 Section 3.08. Legal Proceedings 42 Section 3.09. Organization and Qualification 42 Section 3.10. Capitalization 42 Section 3.11. Financial Information 43 Section 3.12. Absence of Undisclosed Liabilities 45 Section 3.13. Taxes 45 Section 3.14. Employee Benefits 47 Section 3.15. Permits 49 Section 3.16. Intellectual Property 50 Section 3.17. Labor 51 Section 3.18. Contracts 52 Section 3.19. Absence of Changes 55 Section 3.20. Compliance with Laws 55
Sample 1
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Sale and Merger Transactions. Subject to the terms and conditions hereinafter set forth and on the basis of and in reliance upon the representations, warranties, covenants, agreements and conditions set forth herein, the Parties hereto will take each of the actions described in this Section 2.1 (collectively, the “Sale and Merger Transactions”).
Sample 1
Sale and Merger Transactions 
Sample 1

Related to Sale and Merger Transactions

  • Merger Transaction Section 2.1

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. 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.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • 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.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

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