Xxxxxxx and demergers. The Issuer shall not enter into a merger or demerger.
Xxxxxxx and demergers. A decision is made that any Group Company shall be demerged or merged if such merger or demerger is likely to have a Material Adverse Effect, provided that a merger subject to existing security between Subsidiaries only or between the Issuer and a Subsidiary, where the Issuer is the surviving entity, shall not be an Event of Default and a merger involving the Issuer, where the Issuer is not the surviving entity, shall always be considered an Event of Default and provided that the Issuer may not be demerged.
Xxxxxxx and demergers. The Issuer merges with any other Person, or is subject to a demerger, with the effect that the Issuer is not the surviving entity.
Xxxxxxx and demergers. A decision is made that any Material Group Company shall be demerged or merged if such merger or demerger is likely to have a Material Adverse Effect, provided that a merger involving the Issuer or the US HoldCo, where the Issuer is not the surviving entity and, in relation to US HoldCo only, where US HoldCo is not the surviving entity and the surviving entity does not assume the obligations of the US HoldCo, shall always be considered an Event of Default and provided that the Issuer or US HoldCo may not be demerged.
Xxxxxxx and demergers. Except with the prior written consent of the Lenders, the Borrower will not, and shall procure that no other Group Member (except for Associated Undertakings) will, enter into any merger with any other company nor will it demerge itself into any two or more companies unless, in either case:-
(A) the relevant Group Member will survive as a separate legal entity remaining bound in all respects by its obligations and liabilities under the Security Documents; and
(B) in the opinion of the Majority Banks such merger or demerger will not, and may not reasonably be expected to, adversely affect the financial condition of the Smedvig Group to the extent that the requirements as to the financial condition of the Smedvig Group pursuant to this Agreement would cease to be satisfied either immediately or at any later date. Notwithstanding the foregoing, it is agreed by the Lenders that:
(i) Smedvig T-4 AS, Smedvig T-8 AS and West Alliance AS may be merged into one single company; and
(ii) Smedvig T-7 AS, West Menang AS and West Pelaut AS may be merged into one single company; provided that, immediately upon completion of either such merger, all of the obligations of the companies forming the new merged company under the Security Documents to which they are a party are assumed by that company (“Newco”) and the assets which were subject to such Security Documents continue to be subject to valid and enforceable Encumbrances in favour of the Security Trustee or, to the extent that this is not the case, Newco executes and registers in favour of the Security Trustee replacement Security Document creating Encumbrances over such assets as security for the Outstanding Indebtedness and provided further that all of the shares in Newco are pledged or charged in favour of the Security Trustee as security for the Outstanding Indebtedness (and the Lenders’ consent to such merger is further subject to the receipt of such legal opinions as the Facility Agent shall reasonably require in respect thereof).
Xxxxxxx and demergers. The Issuer shall not, and shall procure that none of its Subsidiaries, enter into a merger or demerger if such merger or demerger is likely to have a Material Adverse Effect. The Issuer shall not enter into a merger where the Issuer is not the surviving entity and the Issuer shall not enter into a demerger.
Xxxxxxx and demergers. The Issuer shall not enter into any amalgamation, demerger, merger or reconstruction, save for any merger where the Issuer is the surviving entity. The Issuer shall procure that no other Group Company will enter into any amalgamation, demerger, merger or reconstruction, unless the transaction (taken as a whole also taking into account any transaction ancillary or related thereto) is carried out at fair market value and on terms and conditions customary for such transaction and provided that it does not have a Material Adverse Effect.
Xxxxxxx and demergers. Save for any LP1 Permitted Merger and any LP2 Permitted Merger, a decision is made that any Material Group Company shall be demerged or merged if such merger or demerger is likely to have a Material Adverse Effect, provided that a merger involving the Issuer, where the Issuer is not the surviving entity, shall always be considered an Event of Default and provided that the Issuer may not be demerged.
Xxxxxxx and demergers. (a) Subject to the terms of the Intercreditor Agreement and paragraph (b) below, the Issuer shall not and shall procure that no Material Company will demerge or merge with an entity not being a Group Company if:
(i) such merger or demerger is likely to have a Material Adverse Effect;
(ii) such merger or demerger would be prohibited as a disposal hereunder;
(iii) such merger involves the Issuer and the Issuer is not the surviving entity;
(iv) such merger involves a Guarantor and if the Guarantor is not the surviving entity, the surviving entity does not immediately become a Guarantor; or
(v) such merger or demerger involves shares in entities that are subject to Transaction Security unless the newly issued shares are also included in the Transaction Security.
(b) Any demergers to separate business divisions is permitted provided that if it involves shares in entities that are subject to Transaction Security the newly issued shares are also included in the Transaction Security.
Xxxxxxx and demergers. The Issuer shall procure that none of its Subsidiaries will enter into a merger or demerger, unless such merger constitutes a Permitted Merger or a Permitted Demerger.
