Merger and Other Transactions Sample Clauses

Merger and Other Transactions. As long as the Transition Bonds are outstanding and subject to Section 4.05, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes all obligations and succeeds to all rights of the Trust under the Sale Agreement and the Master Servicing Agreement pursuant to an assignment and assumption agreement executed and delivered to the Bond Trustee, in form satisfactory to the Bond Trustee, (iii) no Default or Event of Default will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the Rating Agency Condition (as defined in the Indenture) will have been satisfied with respect to such transaction by each Rating Agency (as defined in the Indenture), except Moody's (to which notice will be sent), (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any Transition Bondholder and such consolidation, merger, conversion or sale of assets complies with the Indenture and all conditions precedent therein provided relating to such transaction, (vi) none of the Intangible Transition Property, any qualified rate orders or PECO Energy's or the Trust's rights under the Competition Act or any qualified rate orders are impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Indenture will have been taken. Further, the Trust may not sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the Indenture, any Supplemental Indenture, the Master Servicing Agreement or the Sale Agreement.
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Merger and Other Transactions. 12 4.03. Transactions with Affiliates....................................................13 4.04. Insolvency......................................................................13 4.05. Rating Confirmation.............................................................13
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Merger and Other Transactions. Upon the terms and subject to the conditions set forth in this Agreement, the transactions set forth in this Section 3.1 shall take place in the order set forth below:
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Merger and Other Transactions. As long as the Notes are outstanding, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes the Trust's obligation to make due and punctual payments upon the Notes and the performance or observance of every agreement and covenant of the Trust under the Loan Funding and Servicing Agreement, (iii) no Termination Event (as defined in the Loan Funding and Servicing Agreement) will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the rating of the Notes assigned by each Rating Agency remains unchanged as evidenced by a written confirmation from each Rating Agency assigning a rating to the Notes on the Closing Date, (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any holders of Notes and such consolidation, merger, conversion or sale of assets complies with the Loan Funding and Servicing Agreement and all conditions precedent therein provided relating to such transaction, (vi) none of the Collateral or the Grantor's, the Trust's, the Deal Agent's or any Noteholder's rights are substantially impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Loan Funding and Servicing Agreement will have been taken.
Sample 1
Merger and Other Transactions. 12 4.03. Transactions with Affiliates...........................................13 4.04. Insolvency.............................................................13 4.05. Rating Confirmation....................................................13 ARTICLE V INVESTMENT AND APPLICATION OF TRUST FUNDS
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Merger and Other Transactions. The Issuer will not (i) enter into any transaction of merger or consolidation, or convey or otherwise dispose of any material portion of its assets (except as contemplated herein) to any Person or Person(s), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), (iii) acquire any Person, or (iv) appoint any Person other than the Seller or an Affiliate of the Seller to be the manager or controlling co-manager of the Issuer.
Sample 1
Merger and Other Transactions. The Seller will not (i) enter into any transaction of merger or consolidation, or convey or otherwise dispose of any material portion of its assets (except as contemplated herein) to any Person or Person(s), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), (iii) acquire any Person other than as permitted hereunder and under its Organizational Documents, or (iv) appoint any Person other than the Company or an Affiliate of the Company to be the manager or controlling co-manager of the Seller.
Sample 1
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Related to Merger and Other Transactions

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Capitalization and Other Capital Stock Matters The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options or warrants described in the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. The description of the Company's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies of all of the following agreements or documents to which it is subject and each of which is listed in Disclosure Schedule 3.22: equipment supply and maintenance contracts, giving rise to rental and/or service income in excess of $1,000,000 per annum; supply agreements and purchase agreements not terminable by such Credit Party within 60 days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $1,000,000 per annum; licenses and permits held by the Credit Parties, the absence of which could be reasonably likely to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • Voting Rights and Other Actions 14 SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters..................14 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters........................15 SECTION 4.3. Restrictions on Certificateholder's Power..........................................15 SECTION 4.4. Rights of Note Insurer.............................................................15

  • Capitalization and Other Share Capital Matters The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to equity compensation plans or arrangements, or upon the exercise of outstanding phantom equity, rights to receive shares, options or conversion rights, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the Common Shares and the Offered Shares, conforms in all material respects to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been (except that all shares that are or may be issued pursuant to any equity compensation plan or arrangement, when vested or settled in accordance with the respective terms thereof, or that are issued upon the exercise of option or conversion rights, will be) duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding phantom equity, rights to receive shares, options, conversion rights, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for or that can be settled in, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s equity compensation plans or arrangements, and the phantom equity, rights to receive shares, options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, equity, options and rights.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

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