Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 174 contracts
Samples: Securities Purchase Agreement (Tortoise Midstream Energy Fund, Inc.), Guaranty Agreement (Caseys General Stores Inc), Bond Purchase Agreement (Northern States Power Co /Wi/)
Changes in Corporate Structure. The Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 82 contracts
Samples: Agreement (Aptargroup Inc), Note Purchase Agreement (Seitel Inc), Hub International (Hub International LTD)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 36 contracts
Samples: Note Purchase Agreement (CHS Inc), Purchase Agreement (Central Vermont Public Service Corp), Master Note Purchase Agreement (Cerner Corp /Mo/)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 29 contracts
Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Lindsay Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicableincorporation, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 13 contracts
Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organizationincorporation, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5. Section 4.10.
Appears in 10 contracts
Samples: Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Potomac Electric Power Co)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 7 contracts
Samples: South Jersey (SOUTH JERSEY GAS Co), Note Purchase Agreement (South Jersey Gas Co/New), Note Purchase Agreement (SOUTH JERSEY GAS Co)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, entity at any time following the date of the most recent financial statements referred to in Schedule 5.5, except as permitted pursuant to Section 10.6.
Appears in 7 contracts
Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organizationincorporation, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 6 contracts
Samples: Bond Purchase Agreement (Atlantic City Electric Co), Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Atlantic City Electric Co)
Changes in Corporate Structure. The Company shall not have (a) changed its jurisdiction of incorporation or organization, as applicable, or (b) been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, except for those transactions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Purchase Agreement, Purchase Agreement, Bond Purchase Agreement (Empire District Electric Co)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation consolidation, or shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 4 contracts
Samples: Note Purchase Agreement (Dentsply International Inc /De/), Dentsply International (Dentsply International Inc /De/), Note Purchase Agreement (Dentsply International Inc /De/)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organizationor, except as applicablereflected in Schedule 4.9, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 4 contracts
Samples: Proquest Co, Purchase Agreement (Proquest Co), Note Purchase Agreement (Philadelphia Suburban Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 4 contracts
Samples: Purchase Agreement (Atlantic City Electric Co), Note Purchase Agreement (Uil Holdings Corp), Pepco Holdings Inc
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organizationorganization or, except as applicablereflected in Schedule 4.9, or been a party to any merger or consolidation consolidation, or shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 4 contracts
Samples: Note Purchase Agreement (Intercontinentalexchange Inc), Note Purchase Agreement (Fair Isaac Corp), Note Purchase Agreement (Intercontinentalexchange Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organizationincorporation, changed its organizational structure (as applicable, a corporation) or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 4 contracts
Samples: Agreement (CMS Energy Corp), Bond Purchase Agreement (CMS Energy Corp), Bond Purchase Agreement (Consumers Energy Co)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, organization or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 4 contracts
Samples: Note Purchase Agreement (Tetra Technologies Inc), Note Purchase Agreement (Tetra Technologies Inc), Note Purchase Agreement (Tetra Technologies Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation (in each case, other than as permitted under Section 10.2) or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Purchase Agreement (Hercules Capital, Inc.), Note Purchase Agreement (Hercules Capital, Inc.), Master Note Purchase Agreement (Bain Capital Specialty Finance, Inc.)
Changes in Corporate Structure. The Other than as permitted by this Agreement, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entityentity (other than in connection with the Acquisition), at any time following the date of the most recent financial statements referred to in Schedule 5.55.5(a) or (b).
Appears in 3 contracts
Samples: Bond Purchase Agreement (Empire District Electric Co), efis.psc.mo.gov, efis.psc.mo.gov
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5December 31, 2012.
Appears in 3 contracts
Samples: Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Note Purchase Agreement (Teekay LNG Partners L.P.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to identified in Schedule 5.5.
Appears in 3 contracts
Samples: Guaranty Agreement (Ugi Utilities Inc), Guaranty Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Ugi Corp /Pa/)
Changes in Corporate Structure. The Each of the Company and the General Partner shall not have changed its respective jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Kilroy Realty, L.P.), General Partner Guaranty Agreement (Kilroy Realty, L.P.), Note Purchase Agreement (Kilroy Realty, L.P.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicableformation, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Bloom Energy Corp), Note Purchase Agreement (Bloom Energy Corp), Note Purchase Agreement (Bloom Energy Corp)
Changes in Corporate Structure. The Company Parties shall not have changed its their respective jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Pebblebrook Hotel Trust), Pledge Agreement (Pebblebrook Hotel Trust), Note Purchase Agreement (Pebblebrook Hotel Trust)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp), Meredith Corp
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Real Alloy (Real Industry, Inc.), Agreement (Real Industry, Inc.), Notes Financing Documents (Southeast Airport Group)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, entity (whether or not the transaction would be permitted by Section 10.4) at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Ametek Inc/), Note Purchase Agreement (Ametek Inc/), Note Purchase Agreement (Ametek Inc/)
Changes in Corporate Structure. The Other than transactions permitted by Section 10, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Texas New Mexico Power Co), Public Service Co of New Mexico
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or, except as disclosed in Schedule 4.9 or any mergers, consolidations, or acquisitions consummated after the date hereof that are permitted under Section 10.2, been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Securities Purchase Agreement, Securities Purchase Agreement
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.56.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Otter Tail Corp, Otter Tail Corp
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, entity at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Guarantee Agreement (Spartech Corp), Guarantee Agreement (Spartech Corp), Note Purchase Agreement (Lone Star Industries Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred provided to in Schedule 5.5you.
Appears in 2 contracts
Samples: Note Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Note Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entityentity since December 31, at any time following the date of the most recent financial statements referred to in Schedule 5.52014.
Appears in 2 contracts
Samples: Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (National Health Investors Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5since December 31, 2019.
Appears in 2 contracts
Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Solar Senior Capital Ltd.), Note Purchase Agreement (Solar Capital Ltd.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organizationincorporation, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.. 3
Appears in 2 contracts
Samples: Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Delmarva Power & Light Co /De/)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entityentity (in each case, other than as permitted under Section 10.2), at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Barings BDC, Inc.), Barings Capital Investment Corp
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5, in each case to the extent prohibited by the Existing Note Agreement.
Appears in 2 contracts
Samples: Collateral Agency Agreement (Modine Manufacturing Co), Modine Manufacturing Co
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, entity at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Cpi Corp), Note Purchase Agreement (Cpi Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, except as permitted under Article XVII of the Indenture.
Appears in 2 contracts
Samples: Purchase Agreement (Laclede Group Inc), Purchase Agreement (Laclede Gas Co)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5since December 31, 2022.
Appears in 2 contracts
Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the Material liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Questar Gas Co), Note Purchase Agreement (Questar Gas Co)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, except as permitted pursuant to Section 10.1.
Appears in 2 contracts
Samples: Note Purchase Agreement (SJW Group), Note Purchase Agreement (SJW Group)
Changes in Corporate Structure. The Company shall not have changed its name, jurisdiction of incorporation or organizationorganization or corporate form, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Existing Note Purchase Agreement (Piper Jaffray Companies), Piper Jaffray Companies
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5since December 31, 2018.
Appears in 2 contracts
Samples: Note Purchase Agreement (Cowen Inc.), Note Purchase Agreement (Medallion Financial Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, organization or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Rohm & Haas Co), Note Purchase Agreement (Invitation Homes Inc.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5Section 5.4.
Appears in 2 contracts
Samples: Senior Secured Note Purchase Agreement (Encore Capital Group Inc), Intercreditor Agreement (Encore Capital Group Inc)
Changes in Corporate Structure. The Other than as permitted by this Agreement, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 2 contracts
Samples: Private Shelf Agreement (Oceaneering International Inc), Delta Natural Gas Co Inc
Changes in Corporate Structure. The Except as stated in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, entity (whether or not the transaction would be permitted by Section 10.4) at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Ametek (Ametek Inc/), Note Purchase Agreement (Ametek Inc/)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5Section 4.16.
Appears in 2 contracts
Samples: Note Purchase Agreement (REV Renewables, Inc.), Note Purchase Agreement (REV Renewables, Inc.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to identified in Schedule 5.5. Section 4.10.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Ugi Corp /Pa/)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. Section 4.10.
Appears in 2 contracts
Samples: Note Purchase Agreement (Golden State Water CO), Tiaa Real Estate Account
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5Section 4.5.
Appears in 2 contracts
Samples: Note Purchase Agreement (Southern California Water Co), Note Purchase Agreement (Golden State Water CO)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following since the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Master Note Purchase Agreement (Perrigo Co), Master Note Purchase Agreement (Ultra Petroleum Corp)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, entity at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 2 contracts
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, in each case except as to the extent not prohibited under Section 10.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred delivered to in Schedule 5.5you prior to the Closing.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation formation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following entity since the date of the most recent financial statements referred to in Schedule 5.5this Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (St Joe Co)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.55.5 or, with respect to any series of Additional Notes, in any applicable Supplement.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or Northern Utilities, Inc. Note Purchase Agreement consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. The Other than the merger of wholly owned Subsidiaries into the Company as set forth on Schedule 4.7 hereof, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5Section 5.3.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred included as part of the Memorandum and on or prior to in Schedule 5.5the date of the first Closing. Section4.10.
Appears in 1 contract
Samples: Note Purchase Agreement (Elizabethtown Water Co /Nj/)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, other than as permitted by Section 10.2 hereof or as contemplated by the Acquisition.
Appears in 1 contract
Samples: Kirby Corp
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to included in Schedule 5.5the Disclosure Documents.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.56.5.
Appears in 1 contract
Samples: Allied Capital Corp
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. Section 4.9.
Appears in 1 contract
Samples: Ugi Corp /Pa/
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or shall have been a party to any merger or consolidation or shall have succeeded to all or any substantial part part, of the liabilities of any other entityPerson, at any time following time, after the date of the its most recent financial statements referred to in Schedule 5.5Financial Statement.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.55.5 of the Second Supplement, except as permitted under Section 10.2 of the Note Purchase Agreement.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred delivered pursuant to in Schedule 5.5Section 7.1(b) of the Existing Note Purchase Agreement.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of this Agreement, except for any such transaction where the most recent financial statements referred to Company is (a) in Schedule 5.5.compliance with Section 10.2 and (b) the surviving or acquiring corporation. Section 4.10
Appears in 1 contract
Samples: Chesapeake Utilities Corp
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or -3- Madison Gas and Electric Company any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Mge Energy Inc
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.. -3- Madison Gas and Electric Company
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, except for any assumption of liabilities pursuant to the acquisition of magazine and associated assets of Xxxxxx + Xxxx USA Publishing.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.55.5 except for the assumption of liabilities pursuant to the acquisition of assets of Big Communications, Inc., referred to in Schedule 5.15.
Appears in 1 contract
Changes in Corporate Structure. The Neither Xxxxxx REIT nor the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (Hudson Pacific Properties, L.P.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. No Change in Control shall have occurred.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, except as permitted under Section 10.2. Section 4.10.
Appears in 1 contract
Changes in Corporate Structure. The No Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following October 31, 2007 through the date of the most recent financial statements referred to in Schedule 5.5hereof.
Appears in 1 contract
Samples: KMG Chemicals (KMG Chemicals Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5January 3, 2015.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.. Northern Utilities, Inc. Note Purchase Agreement
Appears in 1 contract
Changes in Corporate Structure. The Except for the transactions contemplated by the Transaction Documents, the Company shall not have changed its jurisdiction of incorporation or organization, formation (as applicable, ) or been a party to any amalgamation, merger or consolidation or shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.5 . 5 . 5 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or or, other than as contemplated by the Stock Purchase Agreement, been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. The Company shall has not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and has not succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.. ------------
Appears in 1 contract
Changes in Corporate Structure. The Except for the transactions contemplated by the Transaction Documents, the Company shall not have changed its jurisdiction of incorporation or organization, formation (as applicable, ) or been a party to any amalgamation, merger or consolidation or shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. The Other than as permitted by this Agreement or otherwise disclosed to the holders, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent audited financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (Meridian Industrial Trust Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.8E.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or (other than the pending merger between the Company and Thames Water plc. described in the Company's Current Report on Form 8-K dated November 21, 1999 included in the Investor Packet, as defined in Section 5.3 hereof) and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.
Appears in 1 contract
Samples: Elizabethtown Water Co /Nj/
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the Company’s most recent financial statements referred provided to in Schedule 5.5the Purchasers.
Appears in 1 contract
Samples: Term Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of where the liabilities of any other entity, Company is not the surviving entity at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (Ecolab Inc)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entityentity since December 31, at any time following the date of the most recent financial statements referred to in Schedule 5.52013.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.55.4.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.. CĪON Investment Corporation Note Purchase Agreement
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation formation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Purchase Agreement (Cheniere Energy Partners, L.P.)
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.or
Appears in 1 contract
Samples: Tiaa Real Estate Account
Changes in Corporate Structure. The Company shall not have changed its name, jurisdiction of incorporation or organizationorganization or corporate form, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5; provided that, any change to the Company’s name that occurs after the Closing Date will be provided to Purchasers by Company within 30 days of the date of such change.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5June 30, 2010.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entityentity (in each case, other than as permitted under Section 10.2), at any time following the date of the most recent financial statements referred to in Schedule 5.55.5 or delivered pursuant to Section 7.1(a) or 7.1(b), as applicable.
Appears in 1 contract
Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, formation (as applicable, ) or been a party to any amalgamation, merger or consolidation or shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (FirstService Corp)