Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof.
(b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that:
(i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either:
(A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or
(B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions and rights upon liquidation, redemption or otherwise;
(ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities;
(iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities;
(iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect;
(v) such Successor Entity has purposes substantially identical to that of the Trust,
(vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes;
(vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee;
(viii) prior to such merger, consolidation, amalgamation or replacemen...
Mergers. The Company shall not consolidate or merge into, or transfer any or all of its assets to, any person, unless such person assumes in writing the obligations of the Company under this Debenture and immediately after such transaction no Event of Default exists. Any reference herein to the Company shall refer to such surviving or transferee corporation and the obligations of the Company shall terminate only upon such written assumption of the Company's obligation. The Company shall make notice to the Holder simultaneously with the dissemination of a Merger to the public markets.
Mergers. In the event that the Company undertakes to (i) sell, lease, exchange, convey or otherwise dispose of all or substantially all of its property or business, or (ii) merge into or consolidate with any other corporation (other than a wholly- owned Subsidiary), or effect any transaction (including a merger or other reorganization) or series of related transactions, in which more than fifty percent (50%) of the voting power of the Company is disposed of, the Company will use its best efforts to provide at least thirty (30) days notice of the terms and conditions of the proposed transaction. The Company shall cooperate with the holder in consummating the sale of this Warrant in connection with any such transaction.
Mergers. The Issuer shall not, and shall ensure that no other Group Company shall, carry out any merger or other business combination or corporate reorganization involving a consolidation of the assets and obligations of the Issuer or any other Group Company with any other companies or entities if such transaction would have a Material Adverse Effect.
Mergers. The Company shall provide the holder of this Warrant with at least twenty (20) days' notice of the terms and conditions of any of the following potential transactions: (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company's property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of. The Company will reasonably cooperate with the holder in arranging the sale of this Warrant in connection with any such transaction.
Mergers. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership, Persons who receive Partnership Interests in exchange for their interest in the Person merging into the Partnership or with or into a Subsidiary of the Partnership shall be deemed to have been admitted as Additional Limited Partners pursuant to Section 12.2 and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement (or if not so provided, as determined by the General Partner in its sole and absolute discretion) and as set forth in the Partner Registry.
Mergers. At the Effective Time (as defined in Section 1.4), each Partnership shall be merged with and into Pioneer USA, the separate existence of such Partnership shall cease, and Pioneer USA, as the surviving corporation, shall continue to exist by virtue of and shall be governed by the laws of the State of Delaware.
Mergers. The Company shall not, and shall not permit any other Credit Related Party to, merge or consolidate with, or liquidate into, any Person, except that, provided no Event of Default has occurred and is continuing (both before and immediately after giving effect to any merger, consolidation or liquidation permitted below):
(a) any Credit Related Party (other than the Company) in addition to mergers, consolidations and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or liquidate into, any other Credit Related Party (other than the Company), provided that (i) the continuing or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another Restricted Subsidiary, so long as the Equity Interests of the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such merger;
(b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Party, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected ...
Mergers. For purposes of this Agreement, each merger described in the Proxy Statement shall be treated as if the partnership has:
(a) disposed of all of its assets and liabilities to Pioneer USA in exchange for an amount in cash representing the merger value of the partnership, and
(b) liquidated in the manner provided in the liquidation provisions of this Agreement. Accordingly, upon the partnership's deemed liquidation resulting from the mergers, Pioneer USA will pay an amount of cash to the partners, other than itself, in accordance with the liquidation provisions of this Agreement. For purposes of Delaware law, the merger shall be a merger subject to the provisions of Section 17-211 of the Delaware Revised Uniform Limited Partnership Act.
Mergers. For purposes of this Agreement, each merger described in the Proxy Statement shall be treated as if the partnership has:
(a) disposed of all of its assets and liabilities to Pioneer USA in exchange for an amount in cash representing the merger value of the partnership, and
(b) liquidated in the manner provided in the liquidation provisions of this Agreement. Accordingly, upon the partnership's deemed liquidation resulting from the mergers, Pioneer USA will pay an amount of cash to the partners, other than itself, in accordance with the liquidation provisions of this Agreement. For purposes of Texas law, the merger shall be a merger subject to the provisions of Section 2.11 of the Texas Revised Limited Partnership Act.
