Changes in Corporate Structure. Except as specified in Schedule 4.7, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 5 contracts
Samples: Note Purchase Agreement (ServisFirst Bancshares, Inc.), Note Purchase Agreement (Park National Corp /Oh/), Registration Rights Agreement (First Albany Companies Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 5 contracts
Samples: Note Purchase Agreement (Globe Business Resources Inc), Note Purchase Agreement (Stepan Co), Stepan Co
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 5 contracts
Samples: Note Purchase Agreement (Wolverine World Wide Inc /De/), Note Purchase Agreement (Schein Henry Inc), Note Purchase Agreement (Wolverine World Wide Inc /De/)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 either referred to in Schedule 5.5. or delivered to the holders of the Notes pursuant to Section 7.1.
Appears in 4 contracts
Samples: Guaranty Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 interim financial statements referred to in Schedule 5.5.
Appears in 3 contracts
Samples: Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc), Guaranty Agreement (Nfo Worldwide Inc)
Changes in Corporate Structure. (a) Except as specified in Schedule 4.74.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 5.52.5 to the Parent Guaranty.
Appears in 2 contracts
Samples: Note Purchase Agreement (Cameron Ashley Building Products Inc), Note Purchase Agreement (Woodhead Industries Inc)
Changes in Corporate Structure. Except with respect to the Merger Transactions and except as specified in disclosed on Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation and shall not have or succeeded to all or any substantial part of the liabilities of any other entityentity (other than an entity that was a Subsidiary of the Company prior to such merger, consolidation or succession), at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Appears in 2 contracts
Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Master Note Purchase Agreement (Waste Connections, Inc.)
Changes in Corporate Structure. Except as specified in Schedule 4.7set forth on SCHEDULE 4.17, the Company shall not have changed its jurisdiction of incorporation formation or been a party to any merger or consolidation 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 5.5SCHEDULE 5.4.
Appears in 2 contracts
Samples: Note Agreement (Amerigas Finance Corp), Note Agreement (Amerigas Finance Corp)
Changes in Corporate Structure. Except as specified in disclosed on Schedule 4.74.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have 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 (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.74.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 2 contracts
Samples: Note Purchase Agreement (United Asset Management Corp), Note Purchase Agreement (United Asset Management Corp)
Changes in Corporate Structure. Except as specified in Schedule 4.74.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 2 contracts
Samples: Subsidiary Guaranty Agreement (Ruby Tuesday Inc), Note Purchase Agreement (Flow International Corp)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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. Section 4.10.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.9 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.75.4 or as described in a written notice provided by the Company to the Purchasers, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have 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: Meredith Corp
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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. .c2.Section 4.10.
Appears in 1 contract
Samples: Pg Energy Inc
Changes in Corporate Structure. Except as specified described in Schedule 4.74.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have with any other entity 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, in any such case in a transaction which is Material.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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.merger
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company no Obligor shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.1(i), the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 5.3.
Appears in 1 contract
Changes in Corporate Structure. Except as specified set forth in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 1 contract
Samples: Note Purchase Agreement (Alliance Data Systems Corp)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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. Except as specified in Schedule 4.9, none of the Guarantors shall have changed its jurisdiction of incorporation or been a party to any 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. Except as specified in set forth on Schedule 4.74.10, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation and shall not have 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 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.16, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 1 contract
Samples: Shaw Group Inc
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 ofthe most recent financial statements referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement (DPL Inc)
Changes in Corporate Structure. Except as specified in set forth on Schedule 4.73.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 5.54.5.
Appears in 1 contract
Samples: Securities Purchase Agreement (Westwood One Inc /De/)
Changes in Corporate Structure. (a) Except as specified in Schedule 4.7SCHEDULE 4.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 5.52.5 to the Parent Guaranty.
Appears in 1 contract
Samples: West Marine Inc
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 6.5.
Appears in 1 contract
Samples: Stock Sale and Note Purchase Agreement (Cascade Microtech Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation and shall not have 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 (Mine Safety Appliances Co)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 state- ments referred to in Schedule 5.5.
Appears in 1 contract
Samples: Note Purchase Agreement
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and and, except for the Transaction, 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 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.7D, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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.I.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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.. Stepan Company Amended and Restated Note Agreement
Appears in 1 contract
Samples: Stepan Co
Changes in Corporate Structure. Except as specified in Schedule 4.7, the The Company shall not have changed its jurisdiction of incorporation or or, except as reflected in Schedule 4.9, been a party to any merger or consolidation and shall not have 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 (International Flavors & Fragrances Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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. Section 4.10.
Appears in 1 contract
Samples: Note Purchase Agreement (Sonic Corp)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and or other transaction pursuant to which it shall not have succeeded to all or any substantial part of the Material 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 1 contract
Samples: Note Purchase Agreement (First Investors Financial Services Group Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or 3 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. Except as specified in Schedule 4.74.10 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have 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 delivered to the holders of the Notes pursuant to Section 7.1.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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. 4.10.
Appears in 1 contract
Samples: Subsidiaries and Ownership of Subsidiary (Ace Hardware Corp)
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation organization or been a party to any merger or consolidation 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 1 contract
Samples: Master Note Purchase Agreement (Tetra Technologies Inc)
Changes in Corporate Structure. Except as specified in Schedule 4.7SCHEDULE 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 SCHEDULE 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.8, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 1 contract
Samples: Note Purchase Agreement (Westamerica Bancorporation)
Changes in Corporate Structure. Except as specified described in Schedule 4.74.12, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have with any other entity 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, in any such case in a transaction which is Material.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation 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 audited financial statements referred to in Schedule 5.5.
Appears in 1 contract
Changes in Corporate Structure. Except as specified in Schedule 4.74.8 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and 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 5.5.
Appears in 1 contract
Samples: Guaranty Agreement (Tiffany & Co)
