When Issuer May Merge or Transfer Assets Sample Clauses

When Issuer May Merge or Transfer Assets. (a) The Issuer shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:
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When Issuer May Merge or Transfer Assets. (a) The Issuer shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions (other than the Acquisition) to, any Person unless:
When Issuer May Merge or Transfer Assets. The Issuer shall not merge into or consolidate with any other corporation or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person other than any of its respective Subsidiaries, unless:
When Issuer May Merge or Transfer Assets. (a) The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (i) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of Section 5.01(a)(1) with a Wholly Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of formation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer to any Person or (ii) adopt a Plan of Liquidation unless, in either case:
When Issuer May Merge or Transfer Assets. (a) From and after the Escrow Release Date, the Issuer shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (including, in each case, pursuant to a Delaware LLC Division) unless:
When Issuer May Merge or Transfer Assets. The Issuer 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:
When Issuer May Merge or Transfer Assets. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, consolidate with or merge with or into any Person (other than the consolidation or merger of a Restricted Subsidiary with another Restricted Subsidiary or into the Issuer), or sell, assign, convey, transfer, lease or otherwise dispose of (or permit any Subsidiary to sell, assign, convey, transfer, lease or otherwise dispose of), in one transaction or a series of transactions, all or substantially all its assets (determined on a consolidated basis for the Issuer and its Subsidiaries) to, any Person, unless:
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When Issuer May Merge or Transfer Assets. Neither Issuer nor the Co-Issuer (if applicable) shall merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its properties and assets in any one transaction or series of transactions unless:
When Issuer May Merge or Transfer Assets. The Issuer shall not and shall cause each of its Restricted Subsidiaries not to, merge, dissolve, liquidate, consolidate with or into another Person, or Transfer (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) any Restricted Subsidiary of the Issuer may merge with: (i) the Issuer, provided that the Issuer shall be the continuing or surviving Person; or (ii) any one or more other Restricted Subsidiaries of the Issuer, provided that, when any Wholly Owned Restricted Subsidiary of the Issuer is merging with another Restricted Subsidiary of the Issuer, then the Wholly Owned Restricted Subsidiary must be the continuing or surviving Person; and (b) any Restricted Subsidiary of the Issuer may Transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer or to another Restricted Subsidiary of the Issuer; provided that if the transferor in such a transaction is a Wholly Owned Restricted Subsidiary of the Issuer, then the transferee must either be the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer.
When Issuer May Merge or Transfer Assets. The Issuer ---------------------------------------- shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:
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