Proposed Consolidation Sample Clauses

Proposed Consolidation. The Creditor and the Company agree that the Proposed Consolidation may be consummated, so long as such consummation is in full compliance with the conditions set forth in Section 9.05 hereof.
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Proposed Consolidation. 69 Section 8.19 Failure to Perform of Stockholder Guarantor ..............70 Section 8.20 Adult Content ............................................70 Section 8.21 Translation and Registration .............................70 Section 8.22 Foreign Resident Account .................................70
Sample 1
Proposed Consolidation. 96 Section 12.11 Termination of Stockholder Guarantor's Obligations .......97 Section 12.12 Confidentiality ..........................................97 Section 12.13 Term of Agreement ........................................98 Exhibit A - Approved Business Plan Exhibit B - Form of Consent to Assignment Exhibit C - Form of Drawdown Certificate Exhibit D - Form of Request for Financing Exhibit E - Invested Capital Schedule Exhibit F - Form of Financing Note Exhibit G - Form of Waiver of Lessor Lien Language to be inserted in Lease Exhibit H - Intentionally Omitted Exhibit I-1 - Form of Nextel International Guaranty Exhibit I-2 - Form of Motorola do Brasil Guaranty Exhibit J - Form of Foreign Affiliate Guaranty Exhibit K - Form of Company Security Agreement Exhibit L - Form of Company Security Deposit Agreement Exhibit M-1 - Form of Lease Assignment Agreement MSO Site Exhibit M-2 - Form of Lease Assignment Agreement for Future Leases Exhibit N-1 - Form of Company Quota Pledge Agreement Exhibit N-2(a) - Form of Company Share Pledge Agreement (AirLink) Exhibit N-2(b) - Form of Company Share Pledge Agreement (Xxxxxx Xxxxx) Exhibit N-3 - Form of Company Promise to Pledge Quotas Exhibit N-4 - Form of Amendment to Company Quota Pledge Agreement Exhibit N-5 - Form of Amendment to Company Share Pledge Agreement Exhibit O - Form of Guarantor Pledge Agreement Exhibit P - Form of Telcom Pledge Agreement Exhibit Q-1 - Form of Foreign Affiliate Security Agreement Exhibit Q-2 - Form of Amendment to Foreign Affiliate Security Agreement Exhibit R - Form of Foreign Affiliate Trademark Assignment Agreement Exhibit S-1 - Form of Foreign Affiliate Quota Pledge Agreement Exhibit S-2 - Form of Xxxxxx Xxxxx Promise to Pledge Quotas Exhibit S-3 - Form of Amendment to Foreign Affiliate Quota Pledge Agreement Exhibit S-4 - Form of AirLink Promise to Pledge Quotas Exhibit T - Form of AirLink Security Deposit Agreement Exhibit U - Form of Conditional Sale Agreement Exhibit V-1 - Opinion of Brazilian Counsel to the Company Exhibit V-2 - Opinion of Special U.S. Counsel to the Company Exhibit W - Intentionally Omitted iv Exhibit X-1(a) - Form of Company Quota Voting Agreement Exhibit X-1(b) - Form of Company Share Voting Agreement Exhibit X-2 - Form of Foreign Affiliate Voting Agreement Exhibit Y-1 - Form of Foreign Affiliate Assignment of Rights and Obligations (Management Agreements) Exhibit Y-2 - Form of Foreign Affiliate Assignment of Rights and Obligations (Conditional Sale Agreement...
Sample 1
Proposed Consolidation. The Company shall proceed diligently to achieve the Proposed Consolidation.
Sample 1
Proposed Consolidation. 89 Section 12.11. [Reserved]..........................................................................89 Section 12.12. Confidentiality.....................................................................89 Section 12.13. Term of Agreement...................................................................90 -4- 6 a. Schedules to EFA Schedule 1.01(a) -- MSO Site Schedule 1.01(b) -- Foreign Affiliates Schedule 1.01(c) -- Paid-In Capital Schedule 1.01(d) -- Target Subscribers Schedule 1.02 -- Restricted Assets Schedule 7.01(a) -- Credit Party Structure; Ownership; Subsidiaries Schedule 7.01(b) -- Qualification Jurisdictions Schedule 7.03(a) -- Governmental Approvals Schedule 7.03(b) -- Licenses Schedule 7.04 -- Violation of Law Schedule 7.05 -- Contingent Liabilities Schedule 7.09 -- Intellectual Property Schedule 7.10 -- Management Agreements; Affiliate Transactions Schedule 7.12 -- Litigation Schedule 7.25 -- Bank Accounts Schedule 8.07(a) -- General Insurance Requirement Schedule 8.07(b) -- Political Risk Insurance
Sample 1
Proposed Consolidation. Under the rules of the SGX-ST Listing Manual, the issue price of new shares offered for a subscription or sale, for which a listing is sought, shall be at least S$0.20 each (the “Minimum Issue Price”). On 1 February 2008, the SGX-ST issued a guidance note to state that the minimum issue price for initial public offerings shall also apply to reverse take-overs. To comply with the Minimum Issue Price, the Parties have agreed to consolidate every 1,000 Gates Shares into 700 Consolidated Shares, fractional entitlements to be disregarded. We will be proposing the Proposed Consolidation in conjunction with the Proposed Acquisition. As at the date of this Announcement, our issued and paid-up share capital comprises 69,315,210 Gates Shares. Following the completion of the Proposed Consolidation, we will have an issued and paid-up share capital comprising up to 48,520,647 Consolidated Shares. The implementation of the Proposed Consolidation is subject to the approval of the Shareholders by way of an ordinary resolution at the EGM. If approved, the Proposed Consolidation will be implemented before the date of completion of the Proposed Acquisition and the issue of the Consideration Shares and New Gates Shares. We will, in due course, announce a date for the purpose of determining Shareholders’ entitlements of the Consolidated Shares.
Sample 1

Related to Proposed Consolidation

  • Mergers, Consolidations, Sales In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

  • Mergers, Consolidations, Etc The Company will not, and will not permit any Subsidiary to, consolidate with or be a party to a merger with any other Person, or sell, lease or otherwise dispose of all or substantially all of its assets; provided that:

  • Mergers, Consolidations or Sales No Obligated Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (B) sales or other Dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:

  • Merger and Consolidation The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

  • Mergers, Consolidations Be a party to any merger or consolidation, other than a merger or consolidation of such Lessee into or with another entity if:

  • ROOM CONSOLIDATION Residence assignments shall be consolidated when vacancies occur in any residence facility, to minimize the number of rooms, suites, and/or apartments not at full occupancy. The Student may be required to change residence assignment and move to facilitate room consolidation. Residents in rooms/apartments/suites not at full capacity may be charged additional rent as determined by UCF DHRL.

  • Reclassification, Reorganization and Consolidation In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided the aggregate purchase price shall remain the same.

  • Tax Consolidation File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Mergers, Consolidations, Sales of Assets and Acquisitions Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall not prohibit:

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