MAINTAIN CORPORATE EXISTENCE AND NATURE OF BUSINESS Sample Clauses

MAINTAIN CORPORATE EXISTENCE AND NATURE OF BUSINESS. (A) The Obligors will not allow their corporate existence to be other than in good standing and will not dissolve or liquidate (or discontinue their normal operations with the intent to liquidate), or merge or consolidate with or acquire or affiliate with any other business entity or form any Subsidiary or Affiliate; provided, however, that Borrower shall be permitted (i) to consummate a Permitted Acquisition using the proceeds of an Acquisition Advance, subject to the limitations set forth in Section 2.1 hereof and provided further that no Default or Event of Default shall have occurred and be continuing or would result from the making of such Acquisition Advance or the consummation of such Permitted Acquisition and (ii) to form a Subsidiary which has resolved by unanimous resolution of the board of directors and shareholders of such Subsidiary to execute the Guaranty required under this Agreement and has duly executed such Guaranty and provided further that no Default or Event of Default shall have occurred and be continuing or would result from the formation of such Subsidiary. Notwithstanding anything in the foregoing to the contrary, Borrower shall be permitted to consummate a Permitted Acquisition in which the consideration paid consists entirely of cash (other than Acquisition Advances) or equity in Borrower and provided further that no Default or Event of Default shall have occurred and be continuing or would result from the consummation of such Permitted Acquisition.
AutoNDA by SimpleDocs
MAINTAIN CORPORATE EXISTENCE AND NATURE OF BUSINESS. (A) Neither Borrower nor Guarantors will allow its corporate existence to be other than in good standing and will not dissolve or liquidate (or discontinue their normal operations with the intent to liquidate), or merge or consolidate with or acquire or affiliate with any other business entity or form any Subsidiary or Affiliate or sell all or substantially all of its Assets.
MAINTAIN CORPORATE EXISTENCE AND NATURE OF BUSINESS. (a) Borrower will not allow its corporate existence to be other than in good standing and will not, without the prior written consent of Lender, dissolve or liquidate, or merge or consolidate with, or acquire or affiliate with any other business entity unless Borrower is the surviving entity;
MAINTAIN CORPORATE EXISTENCE AND NATURE OF BUSINESS. (A) The Borrowers will not allow their corporate existence to be other than in good standing and will not dissolve or liquidate, or merge or consolidate with or acquire or affiliate with any other business entity or form any Affiliate or Subsidiary except in connection with Permitted Acquisitions. Other than the anticipated liquidation of ORC TeleServices, Inc. as described by Section 6.6 hereof, the Borrowers will not allow any of their Subsidiaries' or Affiliates' corporate existence to be other than in good standing nor permit any of their Subsidiaries or Affiliates to dissolve or liquidate, if such dissolution or liquidation would have a Material Adverse Effect on any Borrower. Notwithstanding the foregoing, any Borrower may merge into Research and any Subsidiary may merge into any Borrower or any Subsidiary upon prior notice to the Banks and execution of such documentation as the Banks reasonably require.
MAINTAIN CORPORATE EXISTENCE AND NATURE OF BUSINESS. (A) The Borrower will not allow its, nor any of its Subsidiaries', existence to be other than in good standing and will not dissolve or liquidate (or discontinue its normal operations with the intent to liquidate).

Related to MAINTAIN CORPORATE EXISTENCE AND NATURE OF BUSINESS

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Standing Each of the Borrower and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its corporate existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Corporate Existence, etc The Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights in or to use patents, processes, licenses, trademarks, trade names or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of their business.

  • Maintenance of Corporate Existence The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in Section 5.02; provided, however, that the Company shall not be required to preserve any right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

  • Preservation of Corporate Existence The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

  • Separate Corporate Existence The Transferor shall:

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

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