Amalgamation, Merger, Consolidation or Sale of Assets Sample Clauses

Amalgamation, Merger, Consolidation or Sale of Assets. (a) Neither Xxxxxxx nor the Issuer may, directly or indirectly: (1) amalgamate, consolidate or merge with or into another Person (whether or not Xxxxxxx or the Issuer is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Xxxxxxx and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:
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Amalgamation, Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) amalgamate or consolidate or merge with or into (whether or not the Company is the surviving corporation); or (2) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person; unless:
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Amalgamation, Merger, Consolidation or Sale of Assets. Neither of the Issuers shall amalgamate, consolidate or merge with or into (whether or not such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless (i) such Issuer is the surviving corporation or the Person formed by or surviving any such amalgamation, consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under (A) the federal laws of Canada or any province thereof, or (B) the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Issuers pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) such Issuer or any Person formed by or surviving any such amalgamation, consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction relating to goodwill) equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction and (B) Consoltex Group will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09 hereof.
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Amalgamation, Merger, Consolidation or Sale of Assets. (a) OPTI may not, directly or indirectly: (1) amalgamate, consolidate or merge with or into another Person (whether or not OPTI is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of OPTI and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:
Sample 1Sample 2
Amalgamation, Merger, Consolidation or Sale of Assets. (a) The Company may not, directly or indirectly: (1) amalgamate, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:
Sample 1

Related to Amalgamation, Merger, Consolidation or Sale of Assets

  • Merger, Consolidation or Sale of Assets The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

  • Consolidation, Merger or Sale of Assets Nothing in this Agreement shall preclude the Company from consolidating with, merging into, or transferring all or substantially all of its assets to another entity which assumes all of the Company’s obligations and undertakings hereunder. Upon such a consolidation, merger or transfer of assets, the term “Company” as used herein shall mean such other entity, and this Agreement shall continue in full force and effect.

  • Consolidation, Merger, Sale of Assets (a) Neither the Borrower nor any of its Material Subsidiaries (in one transaction or series of transactions) will wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, except any merger, consolidation, dissolution or liquidation (i) in which the Borrower is the surviving entity or if the Borrower is not a party to such transaction then a Subsidiary is the surviving entity or the successor to the Borrower has unconditionally assumed in writing all of the payment and performance obligations of the Borrower under this Agreement and the other Fundamental Documents, (ii) in which the surviving entity becomes a Subsidiary of the Borrower immediately upon the effectiveness of such merger, consolidation, dissolution or liquidation, or (iii) involving a Subsidiary in connection with a transaction permitted by Section 6.2(b); provided, however, that immediately prior to and on a Pro Forma Basis after giving effect to any such transaction described in any of the preceding clauses (i), (ii) and (iii) no Default or Event of Default has occurred and is continuing.

  • Consolidation, Merger, Sale of Assets, etc The Borrower will not, and will not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or merge or consolidate, or convey, sell, lease or otherwise dispose of all or any part of its Property, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent:

  • Merger, Consolidation or Sale The Company and each of the Guarantors may consolidate with, or sell, lease or convey all or substantially all of the Company’s or its assets to, or merge with or into, any other entity, provided that the following conditions are met:

  • 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.

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