Covenant Not to Merge Sample Clauses
A Covenant Not to Merge is a contractual provision that prohibits one or more parties from merging with another entity during the term of the agreement. This clause typically applies to business entities involved in joint ventures, partnerships, or other collaborative arrangements, and it prevents them from combining with outside companies or each other without prior consent. By restricting mergers, the clause helps maintain the original structure and intent of the business relationship, ensuring that the parties' interests and obligations remain stable and predictable throughout the duration of the contract.
Covenant Not to Merge. Consolidate, Enter into a Share Exchange, Sell or Convey Property Except Under Certain Conditions. The Company covenants that it will not merge, consolidate or enter into a share exchange with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless:
(1) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; and
(2) the Company or such successor corporation, as the case may be, shall not, immediately after such merger, consolidation or share exchange, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.
Covenant Not to Merge. Consolidate, Enter into a Share Exchange, Sell or Convey Property Except Under Certain Conditions............................................................ 57 Section 9.2. Rights and Duties of Successor Corporation................................................. 57 Section 9.3. Officers' Certificate and Opinion of Counsel Given to Purchase Contract Agent.............. 58 ARTICLE X Covenants
Covenant Not to Merge. Consolidate, Enter into a Share Exchange, Sell or Convey Property Except Under Certain Conditions................................................................56 Section 9.2. Rights and Duties of Successor Corporation.....................................................56 Section 9.3. Officers' Certificate and Opinion of Counsel Given to Purchase Contract Agent..................57 ARTICLE X COVENANTS Section 10.1. Performance Under Purchase Contracts...........................................................57 Section 10.2. Maintenance of Office or Agency................................................................57 Section 10.3. Company to Reserve Common Stock................................................................58 Section 10.4. Covenants as to Common Stock...................................................................58 Section 10.5. Statements of Officers of the Company as to Default............................................58 Section 10.6. ERISA..........................................................................................58 EXHIBITS EXHIBIT A Form of Corporate Unit Certificate EXHIBIT B Form of Treasury Unit Certificate EXHIBIT C Instruction to Purchase Contract Agent EXHIBIT D Notice from Purchase Contract Agent to Holders (Transfer of Collateral upon Occurrence of a Termination Event) EXHIBIT E Notice to Settle by Cash EXHIBIT F Notice from Purchase Contract Agent to Collateral Agent and Indenture Trustee (Settlement of Purchase Contract through Remarketing) EXHIBIT G Notice from Holder to Indenture Trustee (Election to Tender for Purchase Senior Notes in the Remarketing) PURCHASE CONTRACT AGREEMENT, dated as of ______, 200_, between KEYSPAN CORPORATION, a New York corporation (the "Company"), and __________, a ______, acting as purchase contract agent for the Holders of Securities from time to time (the "Purchase Contract Agent").
Covenant Not to Merge. Consolidate, Sell or Convey Property Except Under Certain Conditions...................
Covenant Not to Merge. Consolidate, Sell or Convey Property Except under Certain Conditions. So long as Debt Securities are outstanding, the Issuer shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, unless:
(a) the corporation formed by such consolidation or into which the Issuer is merged or which purchases or acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer as an entirety or substantially as an entirety, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;
(b) upon any such consolidation, merger, sale, lease or conveyance, the due and punctual payment of the principal of, premium, if any, and interest on all the Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property; and
(c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing.
Covenant Not to Merge. Consolidate, Enter into a Share Exchange, Sell or Convey Property Except Under Certain Conditions........
Covenant Not to Merge. Consolidate, Sell or ------------------------------------------- Convey Property Except Under Certain Conditions. The Company covenants that it ------------------------------------------------ will not merge, consolidate or consummate any other business combination with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (a) either the Company shall be the continuing corporation or the successor Person or its parent entity shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (b) the Company or such successor Person or its parent entity, as the case may be, shall not, immediately after such merger, consolidation or other business combination, or such sale, assignment, transfer, lease or conveyance, be in default of its payment or other material obligations under this Agreement, including its obligations to deliver PCS Common Stock (or other property) on the Purchase Contract Settlement Date or any Early Settlement Date, the Remarketing Agreement, the Purchase Contracts or the Pledge Agreement.
Covenant Not to Merge. Consolidate, Sell or Convey Property Except Under Certain Conditions The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement and the Pledge Agreement by one or more supplemental agreements in form satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.