Acquisition and Merger Sample Clauses

Acquisition and Merger. The Transaction shall be consummated in accordance in all material respects with the Merger Agreement and no provisions thereof shall have been amended, supplemented, waived or otherwise modified in any manner which is materially adverse to Lenders, in each case without the written consent of Lead Arranger.
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Acquisition and Merger. Any material change in the Acquisition or Merger contemplated in the draft of the Merger Agreement delivered to Joint-Lead Arrangers on May 27, 2007 shall be in form and substance reasonably satisfactory to Joint-Lead Arrangers.
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Acquisition and Merger. Agent shall have received evidence satisfactory to it, in its sole discretion, that (I) the Acquisition and the Merger have been consummated in accordance with the terms of the Acquisition Documents and all applicable Requirements of Law, (II) Borrowers have good and marketable title to all Property necessary for the operation of their respective businesses, free and clear of all Liens other than Permitted Liens, (III) the Acquisition Documents are in full force and effect and (IV) none of the parties to the Acquisition Documents shall have failed to perform any material obligation or covenant required by any Acquisition
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Acquisition and Merger. With the exception of the Acquisition, the Borrower shall not and shall procure that no other member of the Group, without the prior written consent of the Agent, such consent not to be unreasonably withheld, enter into any amalgamation, merger or acquisition of a business in excess of a gross value (enterprise value) of NOK 500,000,000.
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Acquisition and Merger. Acquire, merge or consolidate with or into any ---------------------- other business organization or enter into any partnership, joint venture or other combination.
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Acquisition and Merger. The Borrowers shall have provided the Agents with evidence that simultaneously with the closing hereunder, Acquisition Corp. will merge with Multicare, with Multicare being the surviving entity in accordance with the terms of the Merger Agreement and in compliance with all applicable Laws, and that simultaneously with the closing hereunder, Surety will own 100% of the capital stock of such surviving entity.
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Acquisition and Merger. The Borrowers shall have submitted to the Agents evidence satisfactory to the Agents that the total amount paid by Acquisition Corp. to acquire the common stock of Multicare and by Acquisition Corp. or Multicare to complete the merger of Acquisition Corp. into Multicare, including without limitation consulting, severance and other payments to employees of Multicare, non-competition, amounts provided to refinance existing indebtedness of Multicare and all amounts of assumed indebtedness has not and will not exceed $1,533,000,000.00 in the aggregate.
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Acquisition and Merger 
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Related to Acquisition and Merger

  • Consolidation and Merger The Borrower will not (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, so long as no Default or Event of Default shall exist or be caused thereby, a Person may be merged or consolidated with or into the Borrower so long as the Borrower shall be the continuing or surviving Person.

  • 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.

  • Consolidations and Mergers The Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except:

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Termination Liquidation and Merger 51 SECTION 9.1. Dissolution Upon Expiration Date....................................................51 SECTION 9.2.

  • 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.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.

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