Ownership; Merger Sample Clauses

Ownership; Merger. The Transferor will not (i) sell any shares of any class of its capital stock to any Person (other than Muehlstein or any of its Controlled Affiliates), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), Pooling and Servicing Agreement or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, except indirectly in connection with a consolidation or merger of Muehlstein with any of its Controlled Affiliates, in connection with which the Trustee shall have received an Opinion of Counsel, which counsel shall not be an employee of the Transferor, Muehlstein or any of their respective Affiliates, that such consolidation or merger does not affect the separate existence of the Transferor.
Sample 1Sample 2
AutoNDA by SimpleDocs
Ownership; Merger. Neither the Managing Member nor the ----------------- Transferor will (i) sell any membership interest or any shares of any class of its stock or any interest therein to any Person (other than in the case of the Managing Member, to AK Steel, and in the case of Transferor, to Managing Member and to AKS Investments, Inc., an Ohio corporation so long as AKS Investments, Inc. shall remain a wholly owned subsidiary of AK Steel), or enter into any transaction of merger or consolidation or convey or otherwise dispose of any substantial portion of its assets (except as contemplated herein), or purchase or redeem any membership interest or any shares of its stock; or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution); or (iii) permit the pledge of its membership interest or any capital stock (provided that AK Steel may pledge the Subordinated Note (as such term is defined in the Receivables Purchase Agreement) of the Transferor or the stock of the Managing Member in connection with a financing, but only if subject to an intercreditor agreement as contemplated by Section 11.04(r)), or ---------------- (iv) acquire or permit any of its shares of capital stock to be acquired by any Person other than AK Steel.
Sample 1
Ownership; Merger. The Transferor will not (i) sell any shares of any class of its capital stock to any Person (other than the Parent or any of its Affiliates that are Subsidiaries of the Parent), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person. POOLING AND SERVICING AGREEMENT
Sample 1
Ownership; Merger. The Transferor will not (i) sell any shares of any class of its capital stock to any Person (other than W-P Steel), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein) PROVIDED, that the Transferor shall not be prohibited from transferring or pledging the Transferor Certificate, or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, except indirectly in connection with a consolidation or merger of W-P Steel (which consolidation or merger shall be permitted by Section 8.02 if W-P Steel is then serving as the Servicer), in connection with which the Trustee shall have received an Opinion of Counsel, which counsel is not an employee of W-P Steel or any of its Affiliates, that such consolidation or merger does not affect the separate existence of Transferor.
Sample 1
Ownership; Merger. The Issuer will not (i) sell any shares of any class of its capital stock to any Person (other than the Originator or any wholly-owned subsidiary of the Originator), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, (except indirectly in connection with a consolidation, merger or transfer of stock of the Originator to the extent such consolidation or merger is permitted under the Loan Purchase Agreement, in connection with which the Trustee shall have received an Opinion of Counsel, which counsel is not an employee of the Originator or any of its Affiliates, relating to the continued separate corporate existence of the Issuer).
Sample 1
Ownership; Merger. The Transferor will not, unless the Rating Agency Condition is satisfied, (i) admit any partner (other than its current partners) or permit either of its current partners to transfer all or any portion of its partnership interest in the Transferor to any Person (other than the other current partner), or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein) or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, except indirectly in connection with a consolidation or merger of Dell with any of its Controlled Affiliates, in connection with which the Trustee shall have received an Opinion of Counsel, which counsel shall not be an employee of the Transferor, Dell or any of their respective Affiliates, that such consolidation or merger does not affect the separate existence of Transferor.
Sample 1
Ownership; Merger. AK Steel will not (i) sell any shares of any ----------------- class of its voting stock (or any interest therein) to any Person (other than to Holding or, following any merger of Holding into AK Steel permitted hereunder, to any Person if such sale does not cause a Change of Control), or enter into any transaction of merger or consolidation (other than the AK Steel Merger, to which each of the Purchaser Parties hereby consents), or convey or otherwise dispose of all or any material portion of its assets (except as contemplated herein), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), (iii) permit a pledge of its capital stock held by Holding, or (iv) permit a Change of Control; provided that, -------- notwithstanding any restriction to the contrary contained in this Section ------- 11.04(s), AK Steel shall be permitted to merge into or with Holding so long as -------- (1) Holding has not merged and does not intend to merge, as a part of such merger or otherwise, into or with any other Person, (2) any such merger does not impair the collectibility of any Receivable or otherwise adversely affect the interests or remedies of the Agent or any Purchaser under any Transaction Document, (3) any such merger does not affect the obligations of AK Steel hereunder or under any other Transaction Document; and further that, at or prior ------- to any such merger with or into Holding, the surviving entity shall expressly and by a written agreement or agreements in form and substance reasonably acceptable to the Agent and a Majority in Interest assume all the liabilities and other obligations of AK Steel hereunder and under each other Transaction Document to which AK Steel is a party or by which it is bound, including the liabilities and other obligations of AK Steel in its capacity as Originator, as Seller and as Servicer, which written agreement shall include representations and warranties and covenants similar to those provided by AK Steel herein and by the Seller in the Receivables Purchase Agreement, as required by the Agent and a Majority in Interest; provided, however, that AK Steel shall be permitted to -------- ------- merge into or with any other Person so long as (A) such merger does not result in a Change of Control, (B) the surviving corporation in such merger is incorporated under the laws of a state of the United States and has net worth not less than that of AK Steel on the date preceding such merger an...
Sample 1
AutoNDA by SimpleDocs
Ownership; Merger. The Issuer will not (i) sell any of its equity interest to any person or entity (other than its sole shareholder, ARM Face Amount Certificate Group, Inc.) or enter into any transaction of merger or consolidation, or convey or otherwise dispose of all or substantially all of its assets (except as contemplated herein), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution) or (iii) acquire or be acquired by any person or entity.
Sample 1

Related to Ownership; Merger

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Share Exchange Each of the Shareholders desires to transfer to, and the Acquiror desires to acquire from each Shareholder, that number of Shares set out beside the respective names of the Shareholders in Exhibit B for the consideration and on the terms set forth in this Agreement. The aggregate consideration for the Shares acquired by the Acquiror pursuant to this Agreement will be 20,000,000 shares of the Acquiror's Common Stock to be issued on a pro rata basis among the Shareholders based on the percentage of the Shares owned by such Shareholder as set forth in Exhibit B.

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

  • Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

Time is Money Join Law Insider Premium to draft better contracts faster.