Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales Sample Clauses

Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, the Company shall not: (a) Amend its Certificate of Incorporation or By-Laws; (b) issue or sell its stock, stock options, bonds, notes or other corporate securities or obligations; (c) be a party to any merger, consolidation or corporate reorganization, (d) purchase or otherwise acquire all or substantially all of the assets or stock of, or any partnership or joint venture interest in, any other person, firm or entity, (e) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its assets, nor (f) create any subsidiaries nor convey any of its assets to any subsidiary.
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Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Other than in the ordinary course of business consistent with past practice, without the prior express written consent of the Secured Party, the Company shall not: (a) Amend its Certificate of Incorporation or By-Laws; (b) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (c) issue or sell any Preferred Stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock’s bid price value determined immediately prior to its issuance, (c) be a party to any merger, consolidation or corporate reorganization, (d) purchase or otherwise acquire all or substantially all of the assets or stock of, or any partnership or joint venture interest in, any other person, firm or entity, (e) enter into any security instrument granting the holder a security interest in any of the assets of the Company or sell, transfer or lease all or any substantial part of the assets of the Company, nor (f) create any subsidiaries nor convey any of its assets to any subsidiary.
Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, that will not be unreasonably withheld, the Company shall not: (a) Amend its Certificate of Incorporation or By-Laws; (b) be a party to any merger, consolidation or corporate reorganization, (c) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its assets, nor (d) create any subsidiaries nor convey any of its assets to any subsidiary, unless in connection therewith, the subsidiary grants to the Secured Party a security interest of the same tenor as created hereunder.
Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, the Company shall not: (a) Amend its Articles of Incorporation or By-Laws; (b) be a party to any merger, consolidation or corporate reorganization, (c) purchase or otherwise acquire all or substantially all of the assets or stock of, or any partnership or joint venture interest in, any other person, firm or entity, unless the Company provides the Secured Party a security interest in such assets or stock or acknowledges that this Agreement creates a security interest in such future acquired assets or stock, (d) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its assets, nor (e) create any subsidiaries nor convey any of its assets to any subsidiary or joint venture interest unless such entity provides the Secured Party with a first priority security interest in the assets of such entity.
Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, which shall not be unreasonably withheld, the Company shall not:
Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, the Company shall not, except for the increase of the Company’s authorized common stock, amend its Certificate of Incorporation or By-Laws without notice and approval of the Buyers, such approval not to be unreasonably withheld.
Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, the Company shall not: (a) Amend its Certificate of Incorporation or By-Laws (b) issue or sell its stock, stock options, bonds, notes or other corporate securities or obligations; (c) be a party to any merger, consolidation or corporate reorganization, (d) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its assets, nor (e) create any subsidiaries nor convey any of its assets to any subsidiary, except a subsidiary that agrees to become a party to the Agreement and to subordinate any debt to the Obligations. Notwithstanding anything to the contrary: (i) the Company may issue Common Stock issuable pursuant to the Company’s obligations upon the conversion of stock options or the grant of Common Stock pursuant to iVoice, Inc. 2005 Stock Incentive Plan, convertible debt or Class B Common Stock and (ii) the Company may issue an equity security pursuant to an agreement to acquire another entity or merge with another entity into the Company or a subsidiary of the Company whereby: (A) the shareholders of the Company immediately prior to the consummation of the contemplated transaction continue to hold a majority of the outstanding Common Stock shares of the Company immediately subsequent to the consummation of the transaction or (B) the Company holds a majority of the outstanding Common Stock shares of the subsidiary company immediately subsequent to the consummation of the transaction.
Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, the Company shall not: (a) be a party to any merger, consolidation or corporate reorganization, unless after such event, the Company provides the Secured Party a security interest of the same character and in the same assets and property as the Secured Party had prior to such event (b) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its assets, unless after such event, the Company provides the Secured Party a security interest of the same character and in the same assets and property as the Secured Party had prior to such event, nor (c) create any subsidiaries, nor convey any of its assets to any subsidiary unless, in either case, the subsidiary provides a security interest to the Secured Party in the same character as the security interest that the Secured Party has in the Company.
Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. Without the prior express written consent of the Secured Party, which shall not be unreasonably withheld, the Company shall not: (a) Amend its Certificate of Incorporation or By-Laws; (b) issue any new Common Stock including those on Form S8, or issue any Common Stock from the currently filed S8 ("S8 Shares"), unless the: i) recipient(s) of the S8 Shares is issued an amount equal to less than two hundred and fifty thousand (250,0000) shares per ninety (90) day period ii) recipient(s) of the S8 Shares execute(s) a leak-out agreement stating that the collective recipient(s) of the S8 Shares shall restrict selling to a maximum of ten percent (10%) of the total volume each day; or, iii) Company's stock price is above one dollar and fifty cents ($1.50) per share; iv) Company issues restricted 144 common stock issued for purchase of operating assets, oil companies, or oil leases for HYD Resources Corporation or if such issuance of stock, stock option, bond, or note or other corporate securities, or obligations is required by existing agreements the company already has outstanding prior to closing. (c) sell, transfer, convey, grant a security additional interest in or lease all or any substantial part of its assets, nor (d) create any subsidiaries nor convey any of its assets to any subsidiary.