Merger and Sale of Assets Clause Samples

Merger and Sale of Assets. If at any time there shall be (i) a reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants the number of shares of Common Stock or other securities of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrants.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with (i) Borrower (provided that Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Payment (other than any of the Newgen Companies prior to the Newgen Opt-In Date); (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) Borrower or (ii) any Guarantor of Payment (other than any of the Newgen Companies in excess of the Newgen Permitted Amount prior to the Newgen Opt-In Date); (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary (other than any of the Newgen Companies in excess of the Newgen Permitted Amount prior to the Newgen Opt-In Date); (d) any Foreign Subsidiary may merge with another Foreign Subsidiary or with a Credit Party (other than any of the Newgen Companies prior to the Newgen Opt-In Date), provided that a Credit Party shall be the continuing or surviving Person; (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Credit Party (other than any of the Newgen Companies in excess of the Newgen Permitted Amount prior to the Newgen Opt-In Date) or any other Foreign Subsidiary; (f) Borrower may sell its corporate headquarters located at 9▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; (g) Borrower, any Domestic Subsidiary and any Foreign Subsidiary organized under the laws of Canada may sell, lease, transfer or otherwise dispose of any assets to a Person that is not a Credit Party (other than the accounts (and general intangibles relating thereto and proceeds thereof) pledged to Agent, for the benefit of the Lenders, pursuant to the Security Agreement) so long as, after giving pro forma effect to any Disposition with net proceeds in excess of Fifteen Million Dollars ($15,000,000), the Companies are in pro forma compliance with the provisions of Section 5.7 hereof; (h) any Foreign Subsidiary (other than a Foreign Subsidiary organized under the laws of Canada) may sell, lease, transfer or otherwise dispose of any assets; (i) Acquisitions may be effected i...

Merger and Sale of Assets. Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve Borrower or any Consolidated Subsidiary, except, subject to Section 6.6: (a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state of the United States; (b) merger, consolidation or liquidation of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Consolidated Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (d) a merger or consolidation of Borrower with another Person if (i) no Change in Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) Borrower is the surviving Person and (iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (e) the sale of inventory in the ordinary course of business; or (f) any sale of assets among the Loan Parties and their Subsidiaries which is in the ordinary course of business or is otherwise in compliance with all other provisions of this Agreement.

Merger and Sale of Assets. Without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld), the Borrower will not, nor will it permit any Material Subsidiary to, merge or consolidate with or into any other Person, or sell or otherwise dispose of all or substantially all of its Property to another Person except that (i) a Material Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary, (ii) a Material Subsidiary may dispose of all or substantially all of its Property to the Borrower or a Wholly-Owned Subsidiary, or (iii) the Borrower or any Subsidiary may sell, transfer, contribute, convey or dispose of accounts, general intangibles and/or chattel paper (each as defined in Article 9 of the Uniform Commercial Code) and associated collateral, lockbox and other collection accounts, records and/or proceeds in connection with a Permitted Receivables Securitization.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, liquidate, wind-up or dissolve itself, or sell, lease or transfer or otherwise dispose of any assets to any Person other than Inventory in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Company may sell or dispose of assets (i) for fair market value (as determined in the good faith of a Borrowers’ senior management), and (ii) in amounts not to exceed $250,000 in the aggregate for all Companies in any Fiscal Year so long as the proceeds of such sale or disposition are applied in the manner set forth in Section 2.7; (b) so long as the security interest granted to Agent, for the benefit of the Lenders, in the Collateral shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger) any Subsidiary may merge with (i) any Borrower (provided that such Borrower shall be the continuing or surviving Person) or (ii) any one or more Credit Parties, provided that the continuing or surviving Person shall be a Domestic Subsidiary that is a Wholly-Owned Subsidiary that is a Credit Party; (c) so long as the security interest granted to Agent, for the benefit of the Lenders, in the Collateral shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer), any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, or (ii) any Wholly-Owned Subsidiary that is a Domestic Subsidiary that is a Credit Party; or (d) any Company may (i) dispose of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; (ii) sell or otherwise dispose of Cash Equivalents for fair market value; or (iii) dispose of obsolete, damaged, surplus, unused or worn out property in the ordinary course of business in amounts not to exceed $250,000 in the aggregate for all Companies in any Fiscal Year so long as the proceeds of such sale or disposition are applied in the manner set forth in Section 2.7.

Merger and Sale of Assets. Not, and not permit any Subsidiary to, merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person, other than in the ordinary course of business, including sales of inventory, except that if no Event of Default or Unmatured Event of Default exists or would result therefrom: (a) the Borrower or any Subsidiary Guarantor may merge or amalgamate with any other Subsidiary Guarantor (provided that the Borrower shall be the continuing or surviving Person in any such transaction involving the Borrower); (b) any Loan Party (other than the Parent) may merge or consolidate with another Person (that is not a Loan Party) so long as (i) such Loan Party is the surviving entity, (ii) the Parent continues to own, directly or indirectly, 100% of such Loan Party and (iii) such merger or consolidation constitutes a Permitted Acquisition; (c) any Subsidiary (other than the Borrower) that has sold, transferred or otherwise disposed of all or substantially all of its assets in connection with an asset sale permitted under this Agreement and no longer conducts any active trade or business may be liquidated, wound up and dissolved; (d) any Loan Party (other than the Parent) may sell, lease, transfer or otherwise dispose of any of its assets to any other Loan Party (other than the Parent); (e) the Borrower or any Subsidiary may sell or otherwise dispose of inventory and Cash Equivalents in the ordinary course of business, grant non-exclusive licenses of intellectual property in the ordinary course of business, sell or discount past due or impaired accounts receivable for collection purposes (but not for factoring, securitization or other financing purposes), or liquidate or otherwise dispose of obsolete or worn-out property in the ordinary course of business; (f) the Borrower or any Subsidiary may sell other assets so long as such assets (i) are sold for cash or Cash Equivalents, (ii) are sold for their fair market value and on an arms-length basis, and (iii) generate net proceeds in an amount not to exceed, when combined with all such assets disposed of in any Fiscal Year, $5,000,000; and (g) any Subsidiary may be dissolved or otherwise cease to exist provided that all rights and interest in and to all property, assets and liabilities of such Subsidiary are assumed by or transferred to the Borrower or another Subsidiary; provided that, if the Subsidiary being dissolved is a Loan Party, all rights and interest...

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Company (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), (ii) any one or more Guarantors of Payment (provided that a Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (b) a Borrower may merge with another Borrower (provided that Epiq shall be the continuing or surviving Person); (c) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, (ii) any Guarantor of Payment, or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (d) any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used in such Company’s business for fair market value, as determined by the board of directors of Epiq; (e) any Company may sell or otherwise effect a Disposition (including cancellation of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions in the ordinary course of business for fair market value, as determined by the board of directors of Epiq; or (f) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof and investments may be effected in accordance with the provisions of Section 5.11 hereof.

Merger and Sale of Assets. Holdings shall not, and shall not permit any Subsidiary to, merge with or into or consolidate with any other Person or sell, lease, transfer or otherwise dispose of its assets, except that: (i) any Subsidiary of a Borrower may merge with a Borrower, so long as such Borrower is the surviving Person, (ii) Grace may merge with the Company, so long as the Company is the surviving Person and (iii) Grace Holdings may merge with the Company, so long as the Company is the surviving Person; (b) any Subsidiary of Holdings may merge with another Subsidiary of Holdings (provided that any merger with a Borrower shall be done in accordance with Section 7.04(a)), or sell, lease, transfer or otherwise dispose of its assets to another Subsidiary of Holdings or to Holdings; (c) Holdings or any of its Subsidiaries may sell, exchange, lease, transfer or otherwise dispose of assets (other than Undeveloped Land) in the ordinary course of business; (d) Holdings or any of its Subsidiaries may sell, lease, transfer or otherwise dispose of assets (other than Undeveloped Land) to Third Parties so long as (i) the fair market value thereof on the date sold, leased, transferred or otherwise disposed of, together with the fair market value of all other assets sold, leased, transferred or otherwise disposed of to Third Parties pursuant to this clause (d) within the prior 12 months, does not represent more than 20% of the Consolidated Total Assets of Holdings and (ii) such assets, together with all other assets sold or otherwise disposed of to Third Parties pursuant to this clause (d) did not contribute more than 10% of EBITDA, determined as of the four quarter period ending as of the most recent fiscal quarter with respect to which financial statements are required to be delivered pursuant to Section 6.01(a) or (b); provided that, notwithstanding the percentage limitations appearing in clauses (i) and (ii), above, sales or dispositions in excess thereof in a twelve month period may be made for cash if the proceeds of each such excess sale or disposition (net of taxes thereon) are fully utilized in the acquisition of Permitted Assets and/or applied to the repayment of Permitted Debt, in each case within 365 days from the date of such sale or disposition; (e) Holdings or any of its Subsidiaries may (i) engage in Code §1031 like-kind exchanges with respect to Undeveloped Land, and (ii) sell, lease, transfer or otherwise dispose of Undeveloped Land to (A) any Borrower or any of its Subsidiar...

Merger and Sale of Assets. Merge or consolidate with or into any other Person, or sell, lease or otherwise transfer all or substantially all of its assets, or permit any of its material Subsidiaries to merge or consolidate with or into any other Person, or sell, lease or otherwise transfer all or substantially all of its assets, except that this Section 5.02