MERGER; DISSOLUTION Sample Clauses
The 'Merger; Dissolution' clause outlines the procedures and consequences when a company undergoes a merger with another entity or is dissolved. Typically, this clause specifies how assets, liabilities, and contractual obligations are handled in such events, and may detail the steps required for approval, notice, and distribution of remaining assets to stakeholders. Its core function is to provide a clear framework for managing the transition or winding up of the company, thereby reducing uncertainty and protecting the interests of all parties involved during significant organizational changes.
MERGER; DISSOLUTION. The Seller shall not be a party to any merger or consolidation or sell all or substantially all of its assets without the prior written consent of the Authority, which upon receipt of all requested information shall not be unreasonably withheld or delayed. The Seller shall not enter into any dissolution or liquidation proceedings.
MERGER; DISSOLUTION. (A) In no event shall a merger involving the Cooperative be permitted unless approved by at least seventy-five (75%) percent vote of the Quorum of the Board of Directors using the Normal Vote Method expressed by resolution of the Board of Directors. The resolution shall revoke, amend or restate the Cooperative’s charter in order to accomplish the merger.
(B) Dissolution of the Cooperative shall only occur by law or upon approval by at least seventy-five (75%) percent vote of the Quorum of the Board of Directors using the Normal Vote Method expressed by resolution of the Board of Directors and transfer of title to all property owned by the Cooperative shall occur in a manner consistent with Chapter 189, Florida Statutes, unless (1) the Cooperative is merged into an independent special district, or (2) otherwise provided in a dissolution plan adopted by at least seventy-five (75%) percent vote of the Quorum of the Board of Directors using the Normal Vote Method expressed by resolution of the Board of Directors, or (3) otherwise provided herein.
(C) Any merger or dissolution plan may not become effective unless arrangements have been made for the full assumption of all governmental services and responsibilities then being provided and undertaken by the Cooperative, and the allocation of revenue, property, and indebtedness of the Cooperative. If any Obligations of the Cooperative are outstanding, any merger or dissolution plan shall set forth the arrangements under which holders of outstanding Obligations will be timely paid, or continue to be paid, which arrangements must be consistent with the terms of the outstanding Obligations, any related Financing Documents and any applicable Funding Agreements. Any resolution, agreement, or formal action merging or dissolving the Cooperative must specify an effective date.
(D) In the event the Board of Directors determine by resolution approved by at least a majority vote of the Quorum of the Board of Directors using the Normal Vote Method that dissolution is necessary, but approval of a dissolution plan by at least seventy-five (75%) percent of the Quorum of the Board of Directors using the Normal Vote Method cannot be obtained after reasonable good faith efforts to do so, then any Member Government is authorized to file such a petition for receivership in a court of competent jurisdiction and seek the appointment of a receiver to resolve and dissolve and wind up the affairs of the Cooperative in a manner generally co...
MERGER; DISSOLUTION. (a) The Borrower and THI will not, and will not permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or except to the extent not restricted by Section 6.4 or 6.5, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the Equity Securities of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, unless (i) the resulting, successor or acquiring corporation or the Person which otherwise acquires all of the Borrower’s, THI’s or such Subsidiary’s consolidated business or property shall assume, by a writing satisfactory in form and substance to the Lenders, all of the obligations of the Borrower, THI or such Subsidiary under this Agreement and the other Loan Documents, including all covenants herein and therein contained, in which case such resulting, successor or acquiring corporation (or other Person) shall succeed to and be substituted for the Borrower, THI or such Subsidiary; and (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Borrower, THI or such Subsidiary as a result of such transaction as having been incurred by the Borrower, THI or such Subsidiary at the time of such transaction, no Default shall have occurred and be continuing; provided that any Subsidiary may liquidate or dissolve if the board of directors of THI determines in good faith that such liquidation or dissolution is in the best interests of the Credit Parties and the Lenders determine that such liquidation or dissolution is not disadvantageous to the Lenders.
(b) The Borrower and THI will not, and will not permit any of their Subsidiaries to, engage to any material extent in any material business other than businesses of the type conducted by THI or its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
MERGER; DISSOLUTION. (A) In no event shall a merger involving the Agency be permitted, unless otherwise approved by resolution of the local governments which are then members of the Agency pursuant to this Charter Agreement.
(B) The dissolution of the Agency shall occur by law and transfer the title to all property owned by the Agency in a manner consistent with Chapter 189, Florida Statutes, unless (1) the Agency is merged into an independent special district as acknowledged herein, (2) this Charter Agreement is terminated pursuant to Section 3.02 hereof, or (3) as otherwise provided in a dissolution plan approved and adopted by resolution of the local governments which are then members of the Agency pursuant to this Charter Agreement.
MERGER; DISSOLUTION. SALE OF ASSETS Enter into any transactions of merger or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets, or any of its notes or accounts receivable, or any assets or properties necessary or desirable for the proper conduct of its business, or change the nature of its business, or wind up, liquidate or dissolve, or agree to do any of the foregoing.
MERGER; DISSOLUTION etc. of the Trust or a Master Portfolio. In the ------------------------------------------------------------ case of the following transactions, not in the ordinary course of business, namely, the merger of a Master Portfolio into or the consolidation of the Trust with another investment company, the sale by the Trust of all, or substantially all, of the assets of one or more Master Portfolios to another investment company, or the liquidation or dissolution of a Master Portfolio and distribution of its assets, the Bank will deliver the Portfolio Securities held by it under this Agreement and disburse cash only upon the order of the Trust, on behalf of such Master Portfolio(s) set forth in an Officer's Certificate, accompanied by a certified copy of a resolution of the Board authorizing any of the foregoing transactions. Upon completion of such delivery and disbursement and the payment of the fees, disbursements and expenses of the Bank, this Agreement will terminate with respect to such Master Portfolio or Trust, as applicable.
MERGER; DISSOLUTION. Each of Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, merge or consolidate with or into any other Person, liquidate, wind-up, dissolve or convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its consolidated business or Property, whether now or hereafter acquired, except:
MERGER; DISSOLUTION. The Chapter shall deliver to the Society written notice of its intention to merge, combine, reorganize, dissolve, or otherwise cease to exist no less than thirty (30) days prior to the effective date of such merger, combination, reorganization, dissolution or cessation. If the Chapter is dissolving or ceasing to exist, any remaining assets of the Chapter shall first be used to pay any outstanding bills of the Chapter, and any remaining Chapter funds shall be returned to the Society or if the laws of the Territory in which the Chapter is determined to be legal entity restrict funds from going outside of the Territory, to the Society’s designated organization within the Territory. If the Chapter is merging or combining into another Society Chapter, any outstanding bills must be paid from the Chapter’s assets before being transferred to the other Society Chapter with the permission of the Society. The last two sentences shall survive the termination of this Agreement.
MERGER; DISSOLUTION. Dissolve, merge into, acquire or consolidate with or into, or sell all or substantially all its assets to, any Person unless such Borrower or Significant Subsidiary is the surviving entity and as long as after giving effect to the transaction, the ownership and management of such Borrower is not materially changed, and such Borrower and each of its respective Significant Subsidiaries continue the conduct of business in the same industry, and remain in compliance with all of the terms and conditions of the Loan Documents, except with respect to reorganizations within the Vistana, Inc. consolidated group that will not have a Material Adverse Effect; provided, however, that Development shall be permitted to transfer, by operation of law, all of its assets and liabilities to Vistana Capital Holdings, Inc., a Florida corporation ("Development Corp.") following the merger of WE4FUN, Inc. into Vistana Capital Holdings, Inc. and the subsequent change of Development's legal name to Vistana Development Ltd., Inc., and assign all of its rights and obligations under the Loan Documents to Development Corp., provided that, in addition to all of the foregoing conditions, all of the following conditions precedent are performed to the satisfaction of the Bank:
MERGER; DISSOLUTION. If the Employer shall be a party to any merger or consolidation, the Employer shall have the right to terminate any option outstanding on thirty (30) days written notice; provided, however, if such merger or consolidation is not consummated within 180 days from the date of the (aforementioned notice, all options terminated shall be deemed to have been continuously in effect since the date of execution thereof. In the event of a dissolution or liquidation of the Employer, the Employer shall give each optionee thirty (30) days written notice thereof; every unexercised option outstanding hereunder shall be deemed to be terminated upon such dissolution or liquidation.