CONSOLIDATION OR SALE OF ASSETS Sample Clauses

CONSOLIDATION OR SALE OF ASSETS. If any of the following shall occur, namely: (a) any reclassification or change of outstanding securities issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (b) any consolidation or merger to which the Issuer is a party as a result of which the holders of such securities shall be entitled to receive stock, other securities or other assets with respect to or in exchange for such securities or (c) sale or conveyance of all or substantially all of the property or business of the Issuer as an entirety (if the Issuer is the issuer of such securities), then the Issuer, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the amount of such securities issuable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments specified as contemplated by Section 2.3 for Securities of the series. If, in the case of any such consolidation, merger, sale or conveyance, the securities and property receivable thereupon by a holder of outstanding securities issuable upon conversion includes shares of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of the execution of each such supplemental indenture shall be mailed to each Holder of Securities at his address as the same appears on th...
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CONSOLIDATION OR SALE OF ASSETS. If Seller (i) merges or otherwise consolidates with a Person other than ARCO or its affiliates and does not retain its separate corporate identity, (ii) sells all or substantially all of its assets to a Person other than ARCO or its affiliates or (iii) sells some of its assets to a Person other than ARCO or its affiliates and such sale of assets would cause Committed Gas volumes to average less than 500 MMcf per Day (each, a "Third Party Consolidation"), then Seller shall provide written notice to Purchaser at least thirty (30) Days prior to the closing date of such merger, consolidation, or asset sale. Such notice shall include a general description of the proposed transaction and identify the proposed acquiring party (the "Acquiror"). If the Acquiror does not have an Investment Grade Rating, Purchaser may immediately terminate this Agreement and within five (5) Business Days of such termination, Seller shall pay the Buyout Payment to Purchaser by wire transfer of immediately available funds. If the Acquiror has an Investment Grade Rating, then Seller may, at its option, either terminate the Agreement as of the closing date of such merger, consolidation, or asset sale and pay the Buyout Payment to Purchaser by wire transfer of immediately available funds or transfer the Agreement to Acquiror and the Acquiror shall assume in writing all of the obligations of Seller under this Agreement (in a form reasonably satisfactory to Purchaser), except that the Agreement would be amended as follows:
Sample 1
CONSOLIDATION OR SALE OF ASSETS. The Indenture provides that Seller may not consolidate or merge with or into (whether or not Seller 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 corporation, person or entity.
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CONSOLIDATION OR SALE OF ASSETS. Section 5.01 of the Indenture is hereby amended by deleting the text contained in clause (a)(iv) and replacing it with "Intentionally omitted;" deleting the text contained in clause (a)(v) and replacing it with "Intentionally omitted," and deleting the text contained in clause (a)(vi) and replacing it with "Intentionally omitted."
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CONSOLIDATION OR SALE OF ASSETS. SECTION 4.1 When the Issuer May Merge or Otherwise Dispose of Assets 107 REDEMPTION OF NOTES SECTION 5.1 Applicability of Article 108 SECTION 5.2 Right of Redemption 110 SECTION 5.3 Election to Redeem; Notice to Trustee of Optional and Mandatory Redemptions 110 SECTION 5.4 Notice of Redemption 111 SECTION 5.5 Deposit of Redemption Price 112 SECTION 5.6 Notes Payable on Redemption Date 112 SECTION 5.7 Notes Redeemed in Part 113 SECTION 5.8 Offer to Repurchase 113 SECTION 5.9 Special Mandatory Redemption 115 SECTION 5.10 Segregated Account 115 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.1 Events of Default 115 SECTION 6.2 Acceleration 117 SECTION 6.3 Other Remedies 118 SECTION 6.4 Waiver of Past Defaults 118 SECTION 6.5 Control by Majority 118 SECTION 6.6 Limitation on Suits 119 SECTION 6.7 [Reserved] 119 SECTION 6.8 Collection Suit by Trustee 119 SECTION 6.9 Trustee May File Proofs of Claim 119 SECTION 6.10 Priorities 120 SECTION 6.11 Undertaking for Costs 120 ARTICLE VII TRUSTEE SECTION 7.1 Duties of Trustee 120 SECTION 7.2 Rights of Trustee 122 SECTION 7.3 Individual Rights of Trustee 123 SECTION 7.4 Disclaimer 124 SECTION 7.5 Notice of Defaults 124 SECTION 7.6 Compensation and Indemnity 124 SECTION 7.7 Replacement of Trustee 125 SECTION 7.8 Successor Trustee by Merger 126 SECTION 7.9 Eligibility; Disqualification 126 SECTION 7.10 Limitation on Duty of Trustee 126 ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE
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Related to 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:

  • Merger or Sale of Assets In the event that the Company shall effect (i) any consolidation or merger of the Company with or into any other person in which those holding more than 50% of the voting power of the Company prior to the consolidation or merger no longer hold more than 50% of the voting power of the surviving entity, or (ii) the sale or other disposition of all or substantially all of the Company's assets to any other person, in such a way that the holders of Common Stock shall be entitled to receive cash, securities, evidences of indebtedness or other property with respect to or in exchange for their shares of Common Stock, then, in each such event and as a condition precedent to the consummation thereof, the Company or such other person as is formed by or survives such consolidation or merger or acquires such assets, as the case may be, shall execute and deliver to the Holder, without payment of any additional consideration therefor, a new Warrant (in form and substance approved by the Holder, which approval shall not be unreasonably withheld or delayed) providing that the Holder shall have the right thereafter, during the period such Warrant shall remain outstanding, to exercise such Warrant into the kind and amount of cash, securities, evidences of indebtedness and other property as the Holder would have received had the Holder been the record owner, at the time of such consolidation, merger, sale or disposition, of that number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the consummation of such consolidation, merger, sale or disposition. If the holders of the Common Stock may elect from choices the kind and/or amount of cash, securities, evidences of indebtedness and other property receivable upon such consolidation, merger, sale or disposition, then, for purposes of this Section 3(d), the kind and amount of cash, securities, evidences of indebtedness and other property receivable by the Holder upon exercise of such new Warrant shall be specified by the Holder, which specification shall be made by the Holder by the later of (I) ten (10) business days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, or (II) the last time at which the holders of Common Stock are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder's choice shall be deemed to be whatever choice is made by a plurality of the holders of Common Stock not affiliated with the Company or, in the case of a consolidation, merger, sale or disposition, the other parties thereto. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The foregoing provisions shall similarly apply to successive consolidations, mergers or asset acquisitions.

  • Consolidation, Merger or Sale of Assets Nothing in this Agreement shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation which assumes this Agreement, and all obligations of the Company hereunder, in writing. Upon such consolidation, merger, or transfer of assets and assumption, the term "the Company" as used herein, shall mean such other corporation and this Agreement shall continue in full force and effect, subject to the provisions of Paragraph 6 hereof.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • 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.

  • MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Merger/Sale of Assets A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

  • Merger, Consolidation or Sale of All or Substantially All Assets (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary 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 any Person unless:

  • 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:

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6, the Company will not make any Asset Disposition unless:

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