Common use of Merger, Consolidation and Sale of Assets Not Liquidation Clause in Contracts

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section ‎5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a Liquidation, nor shall the merger, consolidation, statutory exchange or any other business combination transaction of the Corporation into or with any other Person or the merger, consolidation, statutory exchange or any other business combination transaction of any other Person into or with the Corporation be deemed to be a Liquidation.

Appears in 1 contract

Samples: Subscription Agreement (Lucid Group, Inc.)

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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section ‎55, a merger or consolidation of the sale, conveyance, exchange Company with or transfer (for cash, shares of stock, securities into any other corporation or other consideration) entity, or a sale or conveyance of all or substantially all any part of the property and assets of the Corporation Company (which shall not be deemed a Liquidation, nor shall in fact result in the merger, consolidation, statutory exchange or any other business combination transaction liquidation of the Corporation into or with any other Person or Company and the merger, consolidation, statutory exchange or any other business combination transaction distribution of any other Person into or with the Corporation assets to its stockholders) shall not be deemed to be a Liquidationvoluntary or involuntary liquidation or dissolution or winding up of the Company.

Appears in 1 contract

Samples: Backstop Agreement (Gores Holdings VIII Inc.)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section ‎55, the merger or consolidation of the Corporation with any other corporation or other entity, or the sale, conveyance, lease or exchange or transfer (for cash, shares of stock, securities or other considerationproperty) of all or substantially all of the property and assets of the Corporation Corporation, shall not be deemed constitute a Liquidationliquidation, nor shall the merger, consolidation, statutory exchange dissolution or any other business combination transaction winding up of the Corporation into or with any other Person or the merger, consolidation, statutory exchange or any other business combination transaction of any other Person into or with the Corporation be deemed to be a LiquidationCorporation.

Appears in 1 contract

Samples: Securities Purchase Agreement (LSB Industries Inc)

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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section ‎55, the sale, conveyance, any binding share exchange or transfer (the merger or consolidation of the Corporation with any other Person, including a share exchange or a merger or consolidation in which the holders of Series A Preferred Stock receive cash or property for cashtheir shares, shares of stock, securities or other consideration) the sale of all or substantially all of the property and assets of the Corporation Corporation, shall not be deemed constitute a Liquidationliquidation, nor shall the merger, consolidation, statutory exchange dissolution or any other business combination transaction winding up of the Corporation into or with any other Person or the merger, consolidation, statutory exchange or any other business combination transaction of any other Person into or with the Corporation be deemed to be a LiquidationCorporation.

Appears in 1 contract

Samples: Knight Inc.

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