When Corporation May Merge, etc Sample Clauses

When Corporation May Merge, etc. The Corporation shall not consolidate with or merge into, or transfer all or substantially all of its assets to another corporation unless the resulting, surviving or transferee corporation assumes by supplemental indenture all the obligations of the Corporation under the Securities and this Indenture. Thereafter all such obligations of the predecessor corporation shall terminate.
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When Corporation May Merge, etc. Subject to Section 2.13, the Corporation shall not consolidate or merge with or into, or transfer, sell, lease or convey all or substantially all of its Property to, any Person unless:
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When Corporation May Merge, etc. The Corporation shall not consolidate or merge into, or transfer or lease all or substantially all of its assets to, any Person unless:
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When Corporation May Merge, etc. 14 Section 4.02
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When Corporation May Merge, etc. The Corporation shall not consolidate with or merge into, or transfer all or substantially all of its assets to, another corporation unless the resulting, surviving or transferee corporation assumes by appropriate binding instrument all of the obligations of the Corporation under the Notes and this Agreement. Thereafter all such obligations of the predecessor corporation shall terminate.
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When Corporation May Merge, etc. The Corporation shall not consolidate with or merge into, or transfer the property of the Corporation as an entirety or substantially as an entirety to, another Person unless (i) if the resulting, surviving or transferee Person is not the Corporation, such Person shall be a Person that assumes by supplemental indenture all the obligations of the Corporation under the Notes and this Indenture and is an entity organized and existing under the laws of the United States or any political subdivision thereof,
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When Corporation May Merge, etc. The Corporation will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation, partnership or other entity; provided that the Corporation may consolidate with or merge into a corporation or partnership organized and existing under the laws of one of the states of the United States, or sell or otherwise transfer to another domestic corporation or partnership all or substantially all of its assets and thereafter dissolve, if the surviving, resulting or transferee corporation or partnership, as the case may be (if other than the Corporation): (i) assumes by supplemental indenture all of the obligations of the Corporation under this Indenture and further agrees that it will continue to operate its facilities as part of a system comprising a public utility regulated by the Public Service Commission of the State of Montana or another federal or state agency or authority; and (ii) has a net worth immediately subsequent to such acquisition, consolidation or merger equal to or greater than $10,000,000; and (iii) immediately after such acquisition, consolidation or merger, is not in default in the performance of any covenant or condition under this Indenture; and (iv) immediately after giving effect to such transaction, no Default, shall have happened and be continuing. For purposes of this Section 5.01, the term "net worth" shall mean the Consolidated assets of the Corporation and its Consolidated Subsidiaries, less the Consolidated liabilities of the Corporation and its Consolidated Subsidiaries as determined in accordance with generally accepted accounting principles. At least 30 days prior to the consummation of any of the actions contemplated by this Section the Corporation shall deliver to the Trustee an Officers' Certificate and Opinion of Counsel each stating that the transaction and supplemental indenture comply with this Article. The surviving, resulting or transferee corporation or partnership, as the case may be, shall be the successor to the Corporation and deemed to and be substituted for the Corporation under the Indenture, and the predecessor Corporation in the case of a transfer or lease shall be released from all obligations and covenants under the Indenture and the Notes.
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Related to When Corporation May Merge, etc

  • When Company May Merge, Etc The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”) unless:

  • When the Company May Merge, Etc Article 6 of the Indenture places limited restrictions on the Company’s ability to be a party to a Business Combination Event.

  • When Company May Merge or Transfer Assets The Company shall not consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless:

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Merger and Consolidation Conversion 18 Section 4. Reorganization...........................................................................................19 Section 5. Amendments...............................................................................................19 Section 6. Filing of Copies, References, Headings...................................................................19 Section 7.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • 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:

  • Consolidation and Merger The Borrower will not (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, so long as no Default or Event of Default shall exist or be caused thereby, a Person may be merged or consolidated with or into the Borrower so long as the Borrower shall be the continuing or surviving Person.

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