Common use of Limitations on Corporate Actions Clause in Contracts

Limitations on Corporate Actions. The Company shall not, without the consent of the Investor, such consent not to be unreasonably withheld, (A) sell, lease, exchange or transfer all or substantially all of its assets to any person other than an affiliate of the Company; (B) amalgamate the Company with another corporation with the effect that the then existing shareholders of the Company, ordinarily having the right to vote in the election of directors, hold less than 51% of the combined voting power of the amalgamated corporation; (C) permit either Subsidiary to merge, amalgamate or consolidate with or into another corporation with the effect that the Company will hold less than 51% of the combined voting power of the surviving corporation; (D) materially change the nature of the Company's business; (E) effect a liquidation, amalgamation or sale of the Company or sell substantially all of its or its Subsidiaries' assets; or (F) except as described in Schedule 4(m), redeem or pay or permit any of its Subsidiaries to redeem or pay any dividend or distribution on its Common Shares.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Healthcare Capital Corp), Securities Purchase Agreement (Warburg Pincus Ventures Lp), Securities Purchase Agreement (Sonus Corp)

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