Common use of Consolidations, Mergers and Sales of Assets Clause in Contracts

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 11 contracts

Samples: Credit Agreement (Lincoln National Corp), Assignment and Assumption (Lincoln National Corp), Assignment and Assumption (Brighthouse Financial, Inc.)

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Consolidations, Mergers and Sales of Assets. The Company will not (ai) consolidate or merge with or into any other Person or (bii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (iA) the Company is the corporation surviving such merger and (iiB) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 5 contracts

Samples: Credit Agreement (Lincoln National Corp), Credit Agreement (Lincoln National Corp), Credit Agreement (Lincoln National Corp)

Consolidations, Mergers and Sales of Assets. The Company will not (ai) consolidate or merge with or into any other Person or (bii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person a Subsidiary if (iA) the Company is the corporation surviving such merger and (iiB) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 4 contracts

Samples: Credit Agreement (Gillette Co), Credit Agreement (Gillette Co), Credit Agreement (Gillette Co)

Consolidations, Mergers and Sales of Assets. (a) The Company will not (a) merge into or consolidate with any other Person, or merge with or into permit any other Person to merge into or (b) consolidate with it, or sell, transfer, lease or otherwise transfer, directly dispose of (in one transaction or indirectly, in a series of transactions) all or substantially all of its assets, except that, if at the assets of the Company time thereof and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such mergerthereto, no Default shall or would have occurred and be continuing, any Person may merge into the Company in a transaction in which the Company is the surviving entity.

Appears in 3 contracts

Samples: Credit Agreement (Allstate Corp), Credit Agreement (Allstate Corp), Credit Agreement (Allstate Corp)

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither the Company nor any of its Subsidiaries will consolidate or merge with or into any other Person or (b) sellPerson, lease or otherwise transferexcept that if, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such mergerthereto, no Default shall have occurred and be continuing, (i) any Subsidiary of the Company may be merged into the Company if the Company is the surviving corporation and (ii) any Subsidiary of the Company may merge with any other corporation (other than the Company) if the surviving corporation is a Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Footstar Inc), Credit Agreement (Footstar Inc)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge or consolidate with another Person if (i) the Company is the corporation surviving such merger or consolidation and (ii) immediately after giving effect to such mergermerger or consolidation, no Default shall have occurred and be continuing.

Appears in 2 contracts

Samples: Assignment and Assumption (AXA Equitable Holdings, Inc.), Term Loan Agreement (Jackson Financial Inc.)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate with or merge with or into any other Person or ; provided that the Company may merge with another Person if (bi) the Company is the corporation surviving such merger and (ii) after giving effect to such merger, no Default shall have occurred and be continuing. The Company and its Subsidiaries will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 2 contracts

Samples: Credit Agreement (U S West Inc /De/), Credit Agreement (U S West Communications Inc)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that nothing contained herein shall prohibit the Company may merge from merging any of its Subsidiaries with another Person if (i) and into the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuingCompany.

Appears in 2 contracts

Samples: Credit and Reimbursement Agreement (Orbital Sciences Corp /De/), Credit and Reimbursement Agreement (Orbital Sciences Corp /De/)

Consolidations, Mergers and Sales of Assets. The Company will not (ai) consolidate with or merge with or into any other Person or (bii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.the

Appears in 2 contracts

Samples: Credit Agreement (Us West Inc), Credit Agreement (Usw-C Inc)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person; provided that the Company may merge with a Person or if (bA) the Company is the entity surviving such merger and (B) immediately after giving effect to any such merger, no Default shall have occurred and be continuing and all the representations and warranties of the Company contained in this Agreement shall be true. The Company will not, and will not permit its Subsidiaries to, sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 2 contracts

Samples: Credit Agreement (Allergan Inc), Credit Agreement (Allergan Inc)

Consolidations, Mergers and Sales of Assets. The Company will not (ai) consolidate or merge with or into any other Person or (bii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided PROVIDED that the Company may merge with another Person a Subsidiary if (iA) the Company is the corporation surviving such merger and (iiB) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 2 contracts

Samples: Credit Agreement (Gillette Co), Credit Agreement (Gillette Co)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person Person, or consummate a Division as the Dividing Person, or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 2 contracts

Samples: Term Loan Agreement (Brighthouse Financial, Inc.), Revolving Credit Agreement (Brighthouse Financial, Inc.)

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Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person Person, or consummate a Division as the Dividing Person, or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided provided, that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 1 contract

Samples: Assignment and Assumption (Brighthouse Financial, Inc.)

Consolidations, Mergers and Sales of Assets. The Company will not (ai) consolidate or merge with or into any other Person or (bii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge or consolidate with another Person if (ix) the Company is the corporation surviving such merger or consolidation and (iiy) immediately after giving effect to such mergermerger or consolidation, no Default shall have occurred and be continuing.

Appears in 1 contract

Samples: Assignment and Assumption (AXA Equitable Holdings, Inc.)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person or (b) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided provided, that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 1 contract

Samples: Credit Agreement (Lincoln National Corp)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person; provided that the Company may merge with a Person or if (bA) the Company is the corporation surviving such merger and (B) immediately after giving effect to any such merger, no Default shall have occurred and be continuing and all the representations and warranties of the Company contained in this Agreement shall be true. The Company will not, and will not permit its Subsidiaries to, sell, lease or otherwise transfer, directly or indirectly, all or substantially all any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 1 contract

Samples: Credit Agreement (Allergan Inc)

Consolidations, Mergers and Sales of Assets. The Company will not (ai) consolidate or merge with or into any other Person or (bii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the its assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving such merger and (ii) immediately after giving effect to such merger, merger (x) no Default shall have occurred exist and be continuing(y) the Company is the surviving entity.

Appears in 1 contract

Samples: Credit Agreement (Applied Materials Inc /De)

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person or (b) sell, lease or otherwise transfer, directly or indirectlyindirectly in one transaction or a series of related transactions, all or substantially all any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided that a Subsidiary of the Company may merge with another Person or liquidate into the Company if (i) the Company is the corporation surviving such merger or liquidation and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Appears in 1 contract

Samples: Credit Agreement (Timberland Co)

Consolidations, Mergers and Sales of Assets. The Company will not (ai) consolidate with or merge with or into any other Person or (bii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all any substantial part of the its assets of the Company and its Subsidiaries, taken as a whole, to any other Person; provided provided; that the Company may merge with another Person if (i) the Company is the corporation surviving such merger both immediately before and (ii) immediately after giving effect to such merger, thereto no Default shall have occurred and be continuing, then the Company may merge with another Person so long as the Company is the surviving entity.

Appears in 1 contract

Samples: Agreement (Ace LTD)

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