Merger of Borrower. By its acceptance hereof, each of the Borrower and the Lender acknowledges and agrees that in the event a Merger occurs, then all references herein to the Borrower shall extend to and include the entity resulting therefrom or which thereafter will carry on the business of the Borrower.
Merger of Borrower. Other than in connection with an Acceptable Sale Transaction, the Borrower shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Borrower is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person.
Merger of Borrower. 21. In this agreement, "Merger" in respect of two or more corporations means an amalgamation of such corporations, the transfer of the assets of one corporation to another in connection the dissolution of the first-mentioned corporation, the transfer of substantially all of the businesses and assets of one corporation to another pursuant to plan of arrangement or court order, or any other corporate reorganization or transaction with similar effect to any of the foregoing; the corporations involved in a Merger are herein referred to as the "Merging Entities"; and the corporation resulting from a Merger is herein referred to as the "Merged Entity". If the Borrower effects a Merger with any other corporation or corporations, the Guarantor agrees that the Obligations shall include:
Merger of Borrower. In this agreement, "
Merger of Borrower. Borrower has advised Agent and Banks that on or about December 31, 2001 Borrower and its Pennsylvania affiliates will merge with and into Pennsylvania Suburban Water Company, a Pennsylvania corporation ("PSWC") and has requested that Banks consent to such merger (the "Merger"). Notwithstanding the provisions of Section 6.4, Banks hereby consent to the Merger subject to compliance, to the satisfaction of Agent, with the following terms and conditions: (a) the Merger occurs no later than March 31, 2002 and after giving effect thereto PSWC (i) is and remains a wholly-owned subsidiary of the Parent Company, (ii) has a senior secured indebtedness rating (the "Debt Rating") from S&P of either AA- or A+ and (iii) shall have succeeded to and assumed all of the rights, obligations and liabilities of Borrower under the Credit Agreement and the Notes, (b) immediately after the Merger and after giving effect thereto (assuming that pro forma adjustments are made to the financial statements of Borrower reflecting the Merger) PSWC, as successor Borrower, is in compliance with the Credit Agreement and no Default or Event of Default shall be in existence or result from the Merger, and Borrower shall have delivered to Agent a certificate of a Responsible Officer certifying to the foregoing, (including detailed calculations demonstrating pro forma compliance with all financial covenants), (c) if the Debt Rating of PSWC is A+, the interest rate margin above the Eurodollar Rate for purposes of Section 2.6(b) of the Credit Agreement shall be increased from twenty two and one-half basis points (.225%) to thirty two and one-half basis points (.325%) effective as of the effective date of the Merger, and (d) PSWC, as successor Borrower, shall, at Agent's request, execute and deliver such filings, agreements, documents and instruments as Agent shall have reasonably requested to evidence and confirm the completion of the Merger consistent with the terms and conditions hereof, including evidence from S&P of the Debt Rating of PSWC, and the succession of PSWC as Borrower under the Credit Agreement and the Notes. Agent will provide Banks with notice of the effective date of the Merger and with copies of each such filing, agreement, document and instrument executed and/or delivered by Borrower and/or Agent in compliance with this Section.
Merger of Borrower. If the Borrower amalgamates or merges with one or more other entities, the Obligations and the Liens created by this Agreement shall continue as to the Obligations and the Collateral of the Borrower at the time of amalgamation or merger, and shall extend to the Obligations and the present and future Collateral of the amalgamated or merged entity, and the term Borrower shall extend to the amalgamated or merged entity, all as if the amalgamated or merged entity had executed this Agreement as the Borrower.
Merger of Borrower. Lxxxxx has received evidence reasonably satisfactory to Lender that all the conditions precedent to the consummation of the merger of Borrower and Antibodies, Inc. pursuant to the Merger Agreement have been satisfied or will imminently be satisfied.
Merger of Borrower
