MERGER AND SALES Sample Clauses

MERGER AND SALES. Section 801. Company May Consolidate, Etc., Only on Certain Terms.........................60
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MERGER AND SALES. 49 SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.........49 SECTION 802. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY.....................50
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MERGER AND SALES. SECTION 801. ISSUER MAY CONSOLIDATE, ETC.,
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MERGER AND SALES. Section 801. Issuer May Consolidate, Etc.,
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MERGER AND SALES. Section 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of the property of the Company as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company); PROVIDED, HOWEVER, that:
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MERGER AND SALES. Section 8.01 Company May Consolidate Etc.,
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MERGER AND SALES. Section 11.01. Company May Consolidate, etc., Only on Certain Terms 58 Section 11.02. Successor Person to be Substituted 59 ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. Satisfaction and Discharge of Indenture 59 Section 12.02. Legal Defeasance and Covenant Defeasance 60 Section 12.03. Application of Trust Money 63 Section 12.04. Paying Agent to Repay Moneys Held 64 Section 12.05. Return of Unclaimed Moneys 64 Section 12.06. Reinstatement 64 Section 12.07. Qualifying Trustee 64
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MERGER AND SALES. Section 801 Issuers and Guarantors May Consolidate, Etc., Only on Certain Terms 57 Section 802 Successor Person Substituted for an Issuer or Guarantor 58 ARTICLE NINE SUPPLEMENTAL INDENTURES Section 901 Supplemental Indentures without Consent of Holders 58 Section 902 Supplemental Indentures With Consent of Holders 60 Section 903 Execution of Supplemental Indentures 61 Section 904 Effect of Supplemental Indentures 61 Section 905 Reference in Securities to Supplemental Indentures 62 Section 906 Conformity with Trust Indenture Act 62 Section 907 Notice of Supplemental Indenture 62 ARTICLE TEN COVENANTS Section 1001 Payment of Principal, any Premium and Interest 62 Section 1002 Maintenance of Office or Agency 62 Section 1003 Money for Securities Payments to Be Held in Trust 63 Section 1004 [Reserved] 64 Section 1005 Waiver of Certain Covenants 64 Section 1006 Statement as to Compliance 64 ARTICLE ELEVEN REDEMPTION OF SECURITIES Section 1101 Applicability of Article 65 Section 1102 Election to Redeem; Notice to Trustee 65 Section 1103 Selection by Trustee of Securities to be Redeemed 65 Section 1104 Notice of Redemption 66 Section 1105 Deposit of Redemption Price 67 Section 1106 Securities Payable on Redemption Date 67 Section 1107 Securities Redeemed in Part 68 Section 1108 Repurchases on the Open Market 68 Page ARTICLE TWELVE SINKING FUNDS Section 1201 Applicability of Article 68 Section 1202 Satisfaction of Sinking Fund Payments with Securities 69 Section 1203 Redemption of Securities for Sinking Fund 69 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS Section 1301 Applicability of Article 70 ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES Section 1401 Applicability of Article 70 ARTICLE FIFTEEN
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Related to MERGER AND SALES

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's 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 when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. 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 the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • Mergers and Sales of Assets (a) Such Borrower shall not consolidate with or merge into any other Person or convey, transfer or lease (whether in one transaction or in a series of transactions) all or substantially all of its properties and assets to any Person, unless:

  • Marketing and Sales A. Provide a detailed plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams, to include, but not limited to:

  • Offers and Sales All offers and sales by a Holder under any Registration Statement shall be completed within the period during which the Registration Statement is required to remain effective pursuant to the applicable provision above and not the subject of any stop order, injunction or other order of the SEC. Upon expiration of such period, no Holder will offer or sell the Registrable Securities under the Registration Statement. If directed in writing by the Company, each Holder will return or, in each such Holder’s sole discretion destroy, all undistributed copies of the applicable Prospectus in its possession upon the expiration of such period.

  • Consolidation, Merger and Sale of Assets The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless:

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

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