Merger and Acquisition Clause Samples
A Merger and Acquisition clause outlines the terms and procedures that apply when one party to the agreement is involved in a merger, acquisition, or similar corporate restructuring. Typically, this clause specifies whether the contract will remain in effect, be assignable, or require consent if a party undergoes such a change in ownership or control. For example, it may require the acquiring company to assume all obligations under the agreement or allow the non-affected party to terminate the contract. The core function of this clause is to provide certainty and protect the interests of the parties in the event of significant corporate changes, ensuring that contractual rights and obligations are clearly addressed during mergers or acquisitions.
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Merger and Acquisition. The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of rights involving Contractor. In the event of an acquisition, merger, divestiture or other transfer of rights the acquiring entity or the new entity is legally required to:
(1) Honor all the terms negotiated in this Agreement and any pre-acquisition or pre-merger Agreement between Contractor and the County, including but not limited to a) established pricing and fees; b) guaranteed product support until the contract term even if a new product is released; and c) no price escalation during the Agreement Term.
(2) Give immediate written notice to the County following the closing of an acquisition, merger, divestiture or other transfer of right involving Contractor.
(3) Accept in writing that the County is a third-party beneficiary of any agreement evidencing acquisition, merger, divestiture, or any other transfer of any rights.
Merger and Acquisition. Consolidate with or merge with or into any Person, or acquire directly or indirectly all or substantially all of the capital stock, equity interests membership interests or Property of any Person, except Funded Acquisitions and Non-Funded Acquisitions.
Merger and Acquisition. Without the prior approval of 100% of the Issuer's Board of Directors, not consolidate with or merge with or into any Person, or acquire directly or indirectly all or substantially all of the capital stock, equity interests or Property of any Person.
Merger and Acquisition. In the event that the Bank merges or acquires another financial institution, the Principal shall agree that any prior agreements and arrangements made with the financial institution will be voided from the date the merger or acquisition is effected, and will be replaced instead by the Bank's policies and terms where deemed appropriate.
Merger and Acquisition. The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of rights involving Contractor. In the event of an acquisition, merger, divestiture or other transfer of rights Contractor must ensure that the enquiring entity or the new entity is legally required to:
A. Honor all the terms negotiated in this Agreement and any pre-acquisition or pre- merger Agreement between Contractor and the County, including but not limited to a) established pricing and fees; b) guaranteed product support until the contract term even if a new product is released; and c) no price escalation during the term of the contract.
B. If applicable, provide the functionality of the software in a future, separate or renamed product, if the acquiring entity or the new entity reduces or replaces the functionality, or otherwise provide a substantially similar functionality of the current licensed product. The County will not be required to pay any additional license or maintenance fee.
C. Give 30-days written notice to the County following the closing of an acquisition, merger, divestiture or other transfer of right involving Contractor.
Merger and Acquisition. Consolidate with or merge with or into any Person, or acquire directly or indirectly all or substantially all of the capital stock of any Person; provided that a merger after which the Company is the surviving corporation and which does not cause a Potential Default or Event of Default shall be permitted if either the Company is the surviving corporation or, if not, the surviving corporation assumes all of the Company's obligations under the Loan Documents in a manner satisfactory to the Purchasers.
Merger and Acquisition. Consolidate with or merge with or into any Person unless (i) Borrower is the surviving corporation and (ii) immediately upon consummation of such consolidation or merger, Borrower would be permitted to borrow at least $1.00 of additional Indebtedness for Borrowed Money under Section 7.1.
Merger and Acquisition. Dean Guise shall advise the ▇▇▇▇▇▇▇ ▇uring the process of identifying potential merger and acquisition candidates, shall assist the Company in evaluating a potential merger or acquisition, and shall assist and advise the Company during the negotiation stage.
Merger and Acquisition. Without the prior, written consent of Lender, which consent will not be unreasonably withheld or delayed, consolidate with or merge into any Person, or acquire all or substantially all of the stock or Property of any Person, if such merger or acquisition should result in a consolidated net worth which is less than the Borrower's at the time of acquisition or merger.
Merger and Acquisition. In the event Contractor merges with, or if control of Contractor is acquired by, another air carrier, or a corporation directly or indirectly owning or controlling or directly or indirectly owned or controlled by another air carrier (a "HOLDING COMPANY"), or a corporation directly or indirectly owned or controlled by any such Holding Company, United will have the option to terminate this Agreement without liability to Contractor. Should United elect not to terminate the Agreement, the Holding Company shall be obligated to comply and perform under the full terms of this Agreement.