Mergers, Acquisitions Clause Samples

Mergers, Acquisitions. If, during the term of this contract, the contractor shall merge with or be acquired by another firm, the contractor shall give notice to the Director as soon as practicable and in no event longer than 30 days after said merger or acquisition. The contractor shall provide such documents as may be requested by the Director, which may include but need not be limited to the following: corporate resolutions prepared by the awarded contractor and new entity ratifying acceptance of the original contract, terms, conditions and prices; updated information including ownership disclosure and Federal Employer Identification Number. The documents must be submitted within 30 days of the request. Failure to do so may result in termination of the contract for cause. If, at any time during the term of the contract, the contractor's partnership, limited liability company, limited liability partnership, professional corporation, or corporation shall dissolve, the Director must be so notified. All responsible parties of the dissolved business entity must submit to the Director in writing, the names of the parties proposed to perform the contract, and the names of the parties to whom payment should be made. No payment shall be made until all parties to the dissolved business entity submit the required documents to the Director.

Mergers, Acquisitions. Merge or consolidate with any Person (whether or not the Borrower or any Subsidiary is the surviving entity), or acquire all or substantially all of the assets or any of the capital stock of any Person; provided, however, that (i) any Subsidiary may merge with and into any other Subsidiary or the Borrower (so long as the Borrower or a wholly-owned Subsidiary is the surviving entity) and (ii) the Borrower or any Subsidiary may make Permitted Acquisitions.

Mergers, Acquisitions. Merge or consolidate with any Person (whether or not any Borrower or any Subsidiary is the surviving entity), or acquire all or substantially all of the assets or any of the Capital Stock of any Person except for Permitted Acquisitions.

Mergers, Acquisitions. Merge or consolidate with any Person, or acquire all or substantially all of the assets or any of the capital stock or other equity interests of any Person, unless (a) immediately after giving effect thereto, the Borrower is the surviving entity or the merger or consolidation is a Merger with No Actual Change in Control, (b) no Default or Event of Default exists or will occur after giving effect thereto, and (c) the approval of the stockholders of the Borrower is not required under Section 312.03(c) of the New York Stock Exchange’s Listed Company Manual or any successor provision of such manual.

Mergers, Acquisitions. Be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person.

Mergers, Acquisitions. Merge or consolidate with any Person (whether or not NPDC is the surviving entity), or acquire all or substantially all of the assets or any of the capital stock of any Person; except NPDC may merge with another Person or acquire all or substantially all of the assets or any capital stock of another Person in the same or a related line of business as NPDC if, and only if, all of the following conditions are satisfied: (i) NPDC shall have given the Banks not less than thirty days' prior written notice of the proposed transaction together with a reasonably detailed description of the terms thereof, including pro forma consolidated balance sheets, income statements and statements of cash flow of NPDC and its Subsidiaries after giving effect to the proposed acquisition; (ii) if such proposed transaction is a merger, NPDC shall be the surviving entity; (iii) no Default or Event of Default hereunder or under the NPDC Credit Agreement as in effect on the date hereof shall exist immediately prior to or after giving effect to the consummation of the proposed transaction and NPDC shall have delivered a Compliance Certificate to the Agent and the Banks describing the proposed transaction and containing a detailed calculation indicating compliance with the covenants contained in Sections 6.9 and Article 7 of the NPDC Credit Agreement as in effect on the date hereof and Section 7.16 of this Agreement; (iv) NPDC shall, upon request of the Agent or the Majority Banks, deliver to the Agent copies of the purchase or merger agreement and any other material documents executed in connection with the transaction; (v) the aggregate Acquisition Consideration (defined below) for all transactions permitted by this clause (b) of Section 7.16, together with all other transactions permitted by clause (b) of Section 7.4 of the NPDC Credit Agreement as in effect on the date hereof, from and after the date of this Agreement shall not exceed $15,000,000; and (vi) the Acquisition Consideration for any single transaction or series of related transactions permitted by this clause (b) of Section 7.16 shall not exceed $5,000,000, without the prior written consent of the Majority Banks.

Mergers, Acquisitions. Merge or consolidate with any Person, or acquire all or substantially all of the assets or any of the capital stock or other equity interests of any Person, unless (a) immediately after giving effect thereto, the Borrower is the surviving entity or the merger or consolidation is a Merger with No Actual Change in Control, and (b) no Default or Event of Default exists or will occur after giving effect thereto.

Mergers, Acquisitions. No member of the Group shall enter into: (a) any amalgamation, demerger, merger, continuation, scheme of arrangement or corporate reconstruction; (b) any Joint Venture; or (c) any acquisition, in each case other than a Permitted Acquisition, a Permitted Joint Venture or a Permitted Transaction.

Mergers, Acquisitions. The Borrower shall not, and shall not permit any of its Significant Subsidiaries to, merge or consolidate with any Person; provided, however, that the Borrower or any Subsidiary thereof may merge with another Person if (i) in the case of a merger involving the Borrower, the Borrower is the surviving corporation, (ii) in the case of a merger involving a Significant Subsidiary, a Subsidiary of the Borrower or, if the Borrower is also party to such merger, the Borrower, is the surviving corporation, and (iii) after giving effect to such merger no Potential Default or Event of Default would then exist.