Prohibition of Certain Transfers Sample Clauses

Prohibition of Certain Transfers. 5.3.1 Borrower shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among Borrower and its Significant Subsidiaries); except that Borrower or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Borrower or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) after giving effect thereto, Borrower’s ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Borrower shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination, the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 to 1.00; and (v) Borrower’s rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Documents shall not be diminished in any manner as a result of such merger, consolidation or combination.
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Prohibition of Certain Transfers. (a) Guarantor shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person; except that Guarantor or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 to 1.00 and (B) the projected ratio of Consolidated EBITDA to Consolidated Adjusted Interest Expense for the next succeeding twelve months will equal or exceed 3.0 to 1.00; and (v) Guarantor's rights and obligations under this Guaranty and Administrative Agent's rights and obligations under this Guaranty shall not be diminished in any manner as a result of such merger, consolidation or combination.
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Prohibition of Certain Transfers. 5.3.1 Such Obligor shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any Obligors and any Significant Subsidiaries); provided that any Obligor or Significant Subsidiary may combine, consolidate or merge with another Person if (i) an Obligor or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) except with respect to a merger or consolidation involving Tampa Electric in which Tampa Electric is the surviving entity, after giving effect thereto, Company’s ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Company shall have provided calculations to Administrative Agent demonstrating pro forma compliance with Section 5.11 after giving effect to such merger, consolidation or combination (the determination of such compliance to be calculated as at the end of and for the period of four fiscal quarters most recently ended prior thereto for which financial statements of Company shall have been furnished pursuant to Section 5.9); and (v) the Obligors’ rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Documents shall not be diminished in any manner as a result of such merger, consolidation or combination.
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Prohibition of Certain Transfers. (a) TECO shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person; except that TECO or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) TECO or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Undertaking shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of
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Prohibition of Certain Transfers. 29 5.4 Payment and Performance of Material Obligations.....................30 5.5 Taxes...............................................................30 5.6 Maintenance of Property, Insurance..................................30 5.7 Compliance with Laws, Instruments, Etc..............................30 5.8 No Change in Business...............................................31 5.9
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Prohibition of Certain Transfers 
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Related to Prohibition of Certain Transfers

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Notification of Certain Matters The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

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