Fundamental Corporate Changes Sample Clauses

Fundamental Corporate Changes. (a) Change its name, enter into or effect any merger (except any merger where the Borrower is the surviving corporation), consolidation, share exchange involving in excess of 25% of the Borrower's capital stock, or dissolve.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Fundamental Corporate Changes. (a) Enter into or effect any merger, consolidation, share exchange, division, conversion, reclassification, recapitalization, reorganization or other transaction of like effect, or dissolve, or permit any change in the ownership of the capital stock of Collegeville or Apple Fresh;
Sample 1Sample 2
Fundamental Corporate Changes. 30 7.2 Indebtedness............................................ 30 7.3 Encumbrances............................................ 30 7.4 Guaranties.............................................. 31 7.5 Sales and Lease-Backs................................... 31 7.6
Sample 1
Fundamental Corporate Changes. Except as specifically contemplated hereby, the Company shall not have caused or permitted (i) any change to the composition of the Executive Committee of the Board, or (ii) any change to be made to the duties, rights and responsibilities of the Chairman. Ronaxx X. Xxxor shall be serving as Chairman of the Company.
Sample 1
Fundamental Corporate Changes. (a) Without thirty (30) days advance notice to the Bank (and Bank consent is not required), change its name or state of incorporation, (b) enter into or effect any merger, consolidation, share exchange, division, conversion, reclassification, recapitalization, reorganization or other transaction of like effect, change its legal structure, or dissolve; provided that this Section 7.1 shall not prohibit any transaction described in 7.1(b) if such transaction is by and among the Obligors only.
Sample 1
Fundamental Corporate Changes. If Lexon changes its capital structure or mergers, consolidates, sells all or substantially all of its assets or dissolves ("Fundamental Change"), then Optionee shall be entitled to purchase that number and class of securities to which Optionee would have been entitled to purchase if immediately prior to the effective date of such Fundamental Change, Optionee had exercised this Option in full. Lexon agrees to adjust the number of Option Shares and the exercise price therefor accordingly.
Sample 1
Fundamental Corporate Changes. (a) Enter into any Prohibited Transaction, except as provided in Section 2.7 hereof, and except for the acquisition of all or a substantial portion of the assets or the stock of any person or consolidation of any person with or merger with the Debtor if the aggregate amount of all such transactions during the term of the Loan does not exceed Twenty-Five Million Dollars ($25,000,000) and no other default or Event of Default would be in existence after giving effect thereto;
Sample 1
AutoNDA by SimpleDocs
Fundamental Corporate Changes. If the Company changes its corporate structure or mergers, consolidates, sells all or substantially all of its assets or consummates any other form of corporate combination or reorganization ("Fundamental Change"), then Holder shall automatically be entitled to purchase that number and class of securities to which Holder would have been entitled to purchase, if immediately prior to the effective date of such Fundamental Change Holder had exercised this Warrant in full.
Sample 1
Fundamental Corporate Changes. (a) Enter into any merger, consolidation, reorganization or recapitalization, or dissolve, provided that any Borrower may merge into or consolidate with another Borrower;
Sample 1

Related to Fundamental Corporate Changes

  • Corporate Changes Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States. Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C) unless (i) it has provided prompt written notice to Agent, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

  • Corporate Change Seller shall advise Purchaser in writing of the opening of any new chief executive office, or the closing of any such office, of any Seller Party and of any change in any Seller Party’s name or the places where the books and records pertaining to the Purchased Asset are held not less than fifteen (15) Business Days prior to taking any such action.

  • Fundamental Changes Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  • Certain Corporate Events If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from, and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not provide the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes are convertible pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date to, but excluding, the date the Company provides such notice. No later than the Business Day after such effective date, the Company will send notice to the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to convert Notes.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Fundamental Change Repurchase Date The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

  • Fundamental Change In the event of a Fundamental Change the Committee may, but shall not be obligated to:

  • Change of Corporate Name Any and all references in the Indenture and the Securities to OCEAN ENERGY, INC., a Delaware corporation, or the "Company," shall be deemed henceforth to refer to OCEAN ENERGY, INC., a Texas corporation.

  • Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.

  • Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

Time is Money Join Law Insider Premium to draft better contracts faster.