THE MERGER AND TRANSFER OF THE EQUITY INTERESTS Sample Clauses

THE MERGER AND TRANSFER OF THE EQUITY INTERESTS. The Merger and Transfer of Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement and the Plan of Merger, at the Effective Time, NERC Merger Sub shall be merged with and into NERC in accordance with the TBCA, whereupon the separate existence of NERC Merger Sub shall cease and NERC shall continue as the NERC Surviving Corporation under the Laws of the State of Tennessee, in accordance with the Merger Filings attached hereto as Exhibit C-1. Upon the terms and subject to the conditions set forth in this Agreement and the Plan of Merger, at the Effective Time, NWRC shall be merged with and into NWRC Merger Sub in accordance with the TBCA, whereupon the separate existence of NWRC shall cease and NWRC Merger Sub shall continue as the NWRC Surviving Corporation under the Laws of the State of Tennessee, in accordance with the Merger Filings attached hereto as Exhibit C-2. The Merger shall have the effects set forth in Section 00-00-000 of the TBCA and other applicable Law. Accordingly, from and after the Effective Time, (i) the NERC Surviving Corporation and the NWRC Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the TBCA; (ii) the NERC Surviving Corporation shall possess all rights, privileges, immunities and franchises of each of NERC and NERC Merger Sub; and (iii) the NWRC Surviving Corporation shall be responsible and liable for all liabilities and obligations of NWRC and NWRC Merger Sub. FD 36250 REDACTED AGREEMENT
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Related to THE MERGER AND TRANSFER OF THE EQUITY INTERESTS

  • Mergers, Reorganizations and Equity Transfers Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Payment and Transfer of Interest Buyer shall pay interest on cash held as Performance Assurance, at the Interest Rate and on the Interest Payment Date. Buyer will transfer to Seller all accrued Interest Amount on the unused cash Performance Assurance in the form of cash by wire transfer to the bank account specified under “Wire Transfer” in Appendix X (Notices).

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Land Acquisition and Resettlement 8. The Borrower shall cause NHA to ensure that all land acquisition and resettlement proceed in accordance with applicable laws, and ADB’s Policy on Involuntary Resettlement, as well as in accordance with the framework set out in the agreed upon resettlement plan.

  • INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Save for their respective shareholdings in the Company and as disclosed, none of the Directors or controlling shareholders of the Company or their respective associates has any direct or indirect interest in the Shareholder’s Loan.

  • Business Combinations The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.

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