No merger etc Clause Samples
The "No merger etc" clause prevents the terms and obligations of an agreement from being extinguished or altered by the completion of a transaction or the execution of related documents. In practice, this means that even after the main contract is fulfilled or a deed is executed, certain rights and responsibilities outlined in the agreement continue to apply unless explicitly stated otherwise. This clause ensures that important provisions, such as warranties or indemnities, remain enforceable beyond the closing of a deal, thereby protecting the parties from unintended loss of rights or obligations due to the legal doctrine of merger.
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No merger etc. The Guarantor shall not, and shall procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation.
No merger etc. Other than any Disposal made in accordance with the Bareboat Charter, the Guarantor shall not enter into any form of merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control unless the Guarantor remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control and Clause 11.14 (Financial Covenants) has been complied with.
No merger etc. The Guarantor shall not enter into any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquire any entity, share capital or obligations of any corporation or other entity (each of the foregoing being a "Transaction") unless:
(a) the Guarantor has notified the Security Trustee in writing of the agreed terms of the relevant Transaction promptly after such terms have been agreed as heads of terms (or similar) and thereafter notified the Security Trustee in writing of any significant amendments to such terms during the course of the negotiation of the relevant Transaction; and
(b) the relevant Transaction does not require or involve or result in any dissolution of the Guarantor so that at all times the Guarantor remains in existence; and
(c) each notice delivered to the Security Trustee pursuant to paragraph (a) above is accompanied by a certificate signed by the chief financial officer of the Guarantor whereby the Guarantor represents and warrants to the Security Trustee that the relevant Transaction will not:
(i) adversely affect the ability of any Obligor to perform its obligations under the Finance Documents;
(ii) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; or
(iii) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants); and
(d) if the merger or analogous transaction involves the Guarantor or the Borrower, all the necessary "Know your customer requirements" have been complied with.
No merger etc. The Guarantor shall not enter into any form of merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control unless the Guarantor remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control and Clause 11.14 (Financial Covenants) has been complied with.
No merger etc. No judgment recovered by the Lender shall operate by way of merger of or in any way affect the Security Interest, which is in addition to and not in substitution for any other security now or hereafter held by the Lender in respect of the Obligations.
No merger etc. The Guarantor shall not enter into any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquire any entity, share capital or obligations of any corporation or other entity (each of the foregoing being a “Transaction”) unless:
(a) the Guarantor has notified the Agent in writing of the agreed terms of the relevant Transaction promptly after such terms have been agreed as heads of terms (or similar) and thereafter notified the Agent in writing of any significant amendments to such terms during the course of the negotiation of the relevant Transaction; and
(b) the relevant Transaction does not require or involve or result in any dissolution of the Guarantor so that at all times the Guarantor remains in existence; and
(c) each notice delivered to the Agent pursuant to paragraph (a) above is accompanied by a certificate signed by the Chief Financial Officer of the Guarantor whereby the Guarantor represents and warrants to the Agent that the relevant Transaction will not:
(i) adversely affect the ability of any Obligor to perform its obligations under the Finance Documents;
(ii) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; or
(iii) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15.
No merger etc. The Guarantor shall not, without the Lender's prior written consent, enter into any merger, amalgamation or consolidation or, except in the ordinary course of business, sell, lease or otherwise transfer or dispose of a material portion of the Guarantor's assets.
No merger etc. The Company shall not have consolidated or merged with, or sold, leased or otherwise disposed of its properties as an entirety or substantially as an entirety to, any Person.
No merger etc. The Guarantor shall not, and shall procure that no Borrower shall, enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation or any form of acquisition, including any joint venture (save for an IPO).
No merger etc. Seller shall not directly or indirectly, (a) solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements relating to (i) the sale or exchange of Seller's capital stock, (ii) the merger of Seller with, or the direct or indirect disposition of the Purchased Assets or its business to, any Person other than Purchaser or (iii) the licensing of Seller's Proprietary Rights or the Purchased Assets to any Person other than in the ordinary course of business consistent with past practice or (b) provide any assistance or any information to or otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction. Seller hereby represents that neither Seller nor any of its Affiliates is now engaged in discussions or negotiations with any party other than Purchaser with respect to any transaction of the kind described in clauses (a) (i) through (a) (iii) of the preceding sentence (a "PROPOSED ACQUISITION TRANSACTION"). Seller agrees not to, and to cause each of its Affiliates not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which any of them is a party. Seller shall (w) immediately notify Purchaser (orally and in writing) if any offer is made, any discussions or negotiations are sought to be initiated, any inquiry, proposal or contact is made or any information is requested with respect to any Proposed Acquisition Transaction, (x) promptly notify Purchaser of the terms of any proposal which it may receive in respect of any such Proposed Acquisition Transaction, including, without limitation, the identity of the prospective purchaser or soliciting party, (y) promptly provide Purchaser with a copy of any such offer, if written, or a written summary (in reasonable detail) of such offer, if not in writing, and (z) keep Purchaser informed of the status of such offer and the offeror's efforts and activities with respect thereto. In the event that Seller shall breach this Section, in addition to any other remedies which Purchaser may have under this Agreement, in law or in equity, Seller shall immediately upon written request of Purchaser, pay to Purchaser in cash or by wire transfer an amount equal to all costs, expenses (including all accounting and attorneys' fees), losses or liabilities incurred by Purchaser in connection with the preparation, negotiation and consummation of this Agreement and the transactions contemplated hereby, including...