Merger, Dissolution, etc. In the event that at any time during the term of this Warrant there shall be (i) any capital reorganization or reclassification of the Common Stock of the Company, (ii) a consolidation or merger of the Company with another entity (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification or change of the Shares issuable upon exercise of the Warrant); (iii) a share exchange in which the Common Stock of the Company will be acquired; or (iv) the sale or lease of all or substantially all of the assets of the Company; then, as a condition of the reorganization, reclassification, consolidation, merger, share exchange, sale or lease, lawful and fair provision shall be made whereby the Holder of this Warrant after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock of the Company purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by this Warrant, the shares of stock, securities or assets that may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrant if the reorganization, reclassification, consolidation, merger, share exchange, sale or lease had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger, share exchange, sale or lease with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares purchasable upon exercise of the Warrant) shall immediately after the transaction be applicable as nearly as possible to any shares of stock, securities or assets deliverable immediately after the transaction upon the exercise of the Warrant. The Company shall not effect any consolidation, merger, share exchange, sale or lease unless, prior to the consummation of the transaction, the successor entity (if other than the Company) resulting from the consolidation or merger, the entity acquiring the shares of Common Stock in the share exchange, or the entity purcha...
Merger, Dissolution, etc of Fund. In the case of the following transactions, not in the ordinary course of business, namely, the merger of the Fund into or the consolidation of the Fund with another investment company, the sale by the Fund of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of the Fund 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 Fund set forth in an Officers’ 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 and the Bank shall be released from any and all obligations hereunder.
Merger, Dissolution, etc of the Trust or a Master Portfolio........
Merger, Dissolution, etc of a Series. In the case of the following transactions, not in the ordinary course of business, namely, the merger of a Series into or the consolidation of a Series with another investment company or series thereof, the sale by a Series of all, or substantially all, of its assets to another investment company or series thereof, or the liquidation or dissolution of a Series 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 Company set forth in an Officers' 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 and the Bank shall be released from any and all obligations hereunder.
Merger, Dissolution, etc. Section 9.7(b) of the Loan Agreement is hereby amended by inserting the following new subsections (vii) and (viii) immediately prior to the period at the end of such Section:
Merger, Dissolution, etc. OF FUND. In the case of the following transactions, not in the ordinary course of business, namely, the merger of the Fund into or the consolidation of the Fund with another investment company where the Fund is not the surviving entity, the sale by the Fund of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of the Fund 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 Fund set forth in an Officers’ 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.
Merger, Dissolution, etc together with the fair market value of all such assets transferred in Asset Sales made after 31 October 2004 and on or before the date hereof.
Merger, Dissolution, etc. No Obligor shall, directly or indirectly,
Merger, Dissolution, etc. Section 9.7(b) of the Loan Agreement is hereby amended by changing the end of Section 9.7(b)(xvi) from a semicolon to a semicolon followed by "and" and adding the following new Section 9.7(b)(xvii) at the end thereof:
Merger, Dissolution, etc. Neither Borrower will, directly or indirectly, (a) enter into any transaction of merger or consolidation; or (b) change the nature of its business; or (c) enter into any arrangement, directly or indirectly, with any Person whereby such Borrower shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property which such Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred; or (d) invest in, transfer any assets to, or do business through any Subsidiary not described in Subsection 4.1 hereof; (e) wind up, liquidate, or dissolve itself or its business; or (f) agree to any of the foregoing.
