MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO.
MERGER / ACQUISITION. Notwithstanding any other provision of this Lease, Tenant shall have the right, subject to Landlord's consent, to assign this Lease or sublet all or a portion of the Premises to a person or entity which results (whether through operation of law or otherwise) from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern in the business that is being conducted on the Premises, or any person or entity that purchases all of the stock or ownership interests of Tenant (a "Permitted Transfer"), provided such entity (a "Permitted Transferee"), in the case of an assignment, assumes all the obligations of Tenant under the Lease. Landlord shall not deny consent if each of the following conditions are met: (a) the Transferee has a net worth at least equal to that of Tenant immediately prior to such merger or consolidation, and (b) is of a character and quality similar to that of other tenants in the Building or in other buildings of similar age, size, use and quality in the area. No such Permitted Transfer shall release Tenant from its obligations under the Lease.
MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating a Digital Distribution Platform similar to the Affiliate’s Permitted Digital Distribution Platform in the Authorized Area of Transmission (“TPO”), then the Affiliate shall take the written approval prior to the Affiliate merging with, acquiring, taking over the Digital Distribution Platform of the TPO. The signals of the Subscribed Channel(s) shall be retransmitted to the subscribers of such TPO’s Digital Distribution Platform upon the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) entering into an agreement with the Broadcaster, , for retransmission of the signals of the Subscribed Channel(s) to the subscribers of the Digital Distribution Platform of the Merged Entity. For the sake of clarity, the Affiliate shall continue to pay the Broadcaster’s share of MRP under this Agreement in the manner contemplated herein.
MERGER / ACQUISITION. 11.(i). InSync reserves the right for any restructuring process like merger, acquisition etc. However, in the process of any such restructuring process, all rights and liabilities of InSync and of the subscriber under this Agreement shall vest on the authority so developed under such processes.
MERGER / ACQUISITION. If the Company is acquired by merger or otherwise, then the vesting of rights to be issued RSU Shares under this Agreement and the Payout Date shall be accelerated to occur immediately prior to the closing of such transaction and the Recipient shall be permitted to participate in the merger consideration or proceeds of acquisition to the same degree as if the RSU Shares had been issued and outstanding at the time of any record date with respect to such merger or acquisition, provided, however, that nothing herein shall give Recipient any voting rights with respect to the RSU Shares until issued.
MERGER / ACQUISITION. In the event that the Company elects to deliver a Put Purchase Notice for the purpose of utilizing the funds to effect a merger of the Company with or into, or to acquire all or substantially all of the assets of, another corporation, or for payment of a one-time charge that the Company expects to incur for any reason ("Adjustment Event"), the Trading Cushion shall be decreased to a minimum of eight (8) Trading Days for a period of seven (7) consecutive weeks (the "Trading Cushion Adjustment"). The Company covenants and agrees to provide the Investor(s) twenty-one (21) calendar days advance notice of such Trading Cushion Adjustment and further agrees to lower the Purchase Price Percentage during such Adjustment Event by three percent (3%) per Put.
MERGER / ACQUISITION. In the event the Potential Transaction takes the form or either: a) control by a third party of, or a material interest in, the securities, assets or business of the Company or any of its affiliates, including, without limitation, a sale or exchange of capital stock or assets, a lease of assets with or without a purchase option, a merger or consolidation, a leveraged buy-out or recapitalization, the formation of a joint venture, a minority investment or partnership, or any similar transaction; or b) the acquisition of any party (each a “Target”), in one transaction or a series of transactions, by merger, consolidation, reorganization or other business combination, or by a purchase of more than 50% of the stock, assets or business of a Target introduced and solely indentified by VXXXXXX COMPANY, VXXXXXX COMPANY will receive from The Company a transaction fee (the “Transaction Fee”) equal to four percent (4%) of the aggregate consideration. Also provided that the minimum Transaction Fee in connection with a Potential Transaction shall be $25,000. For purposes hereof, the “aggregate consideration” in connection with a Potential Transaction is defined as the sum of: (i) the aggregate amount of consideration received by the Company (or Target) and/or its shareholders, option holders and warrant holders from the Acquirer (or the Company) in such Transaction (net of any consideration received by the Company (or Target) upon the exercise of any options or warrants issued prior to the day hereof) and (ii) the amount of indebtedness of the Company (or Target) or any of its affiliates paid or assumed directly or indirectly by the Acquirer (or the Company) and (iii) if the Acquirer (or the Company) acquired capital stock of the Company (or the Target) in a Potential Transaction resulting in a change of control, but acquired less than all of such capital stock, the value of the capital stock remaining outstanding immediately after consummation of the Potential Transaction. The value of any securities or other non-cash consideration shall be the fair market value thereof on the date paid, as agreed by VXXXXXX COMPANY and the Company.
MERGER / ACQUISITION. If Licensee intends to merge into another duly incorporated Company in the Territory, or intends to acquire another Company, in either case to become an entity different from the one described in the recitals to this Agreement, the same shall be given effect to or proceeded with only with the prior written consent of IISc and shall be subject to the Licensee agreeing that the new entity shall be bound by the terms of this Agreement. If the new entity is to continue to be bound by this Agreement, then the new entity shall within 15 days of its formation enter in and execute a deed of adherence of the terms of this Agreement with IISc. Needless to mention that if it is proposed that the new entity does not desire to continue under this Agreement, then approval for reorganization shall not be required from IISs and this Agreement shall stand terminated forthwith and consequences of termination as per Article 8 above shall follow. Notwithstanding the above, it shall be at the sole discretion of IISc to whether accept the offer of the Licensee to assign this Agreement in favour of any new entity formed due to merger/acquisition. Any Agreement with the new entity shall transfer to it all the rights granted to the Licensee and the remaining obligations of the Licensee under this Agreement.
MERGER / ACQUISITION. 18 6.5 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6.6 Consolidated Tangible Net Worth. . . . . . . . . . . . . . . . 21 6.7
MERGER / ACQUISITION. Borrower shall not merge with or into, consolidate with, or sell, lease as lessor, transfer or otherwise dispose of all or substantially all of its Property to, any other Person or permit any other Person to merge with or into or consolidate with it, without the prior written consent of Lender.
