MERGERS AND definition

MERGERS AND. Consolidations The Company will not merge into or consolidate with (or sell or convey all or substantially all of its assets to) any other person unless (a) the Company is the surviving entity or the surviving entity expressly assumes the punctual payment and observance of all obligations under the Notes, (b) the surviving entity shall not immediately after such merger or sale of assets be in default on the Notes, and (c) the surviving entity shall be organized in the United States; except that any Subsidiary may merge with the Company (provided that the Company shall be the surviving entity) or with any one or more other Subsidiary. Sale of Assets The Company will not sell, lease or transfer or otherwise dispose of all or a substantial part of its assets (defined to be in excess of 15% of Consolidated Total Assets at the time of the sale), other than in the ordinary course of business in any given fiscal year and provided that such sale of substantial assets on a cumulative basis shall not exceed 35% of Consolidated Total Assets at the time of the sale, except that: (x) any Subsidiary, other than the Company, may sell, lease, transfer or otherwise dispose of its assets to the Company or any other Subsidiary; and (y) the Company may sell, lease, transfer or otherwise dispose of its assets in excess of the limitations set forth above if the proceeds of such sales are used within one year of such sale (i) to purchase other property useful in the business of the Company or any Subsidiary and/or (ii) to repay Senior Indebtedness. Restricted Payments The Company's Restricted Payments and those of its Subsidiaries will be limited to the amount in the pool (the "Pool"). The following amounts will be included in the Pool: (1) 25% (or minus 100% in the case of a deficit) of Consolidated Net Earnings for each quarterly period subsequent to June 30, 2000, and (2) all proceeds from the issuance or sale of shares of any class of stock for the period. The Restricted Payments for each quarterly period will be subtracted from the Pool and the outstanding balance in the Pool will be carried over to the next period. Other Covenants The Issuer and Company will agree to observe certain covenants including covenants as to transactions with affiliates, payment of taxes, maintenance of business lines, compliance with laws, maintenance of properties, and delivery of financial statements. ----------------------- Subordination The Notes shall rank pari passu with the Company's othe...
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MERGERS AND. CONSOLIDATIONS. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:
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MERGERS AND. CONSOLIDATIONS: SALES OF ASSETS OR STOCK. For purposes of this Warrant, "Acquisition" means any merger or consolidation of the Company with or into another corporation, limited liability company, general or limited partnership, joint venture, association or other legal entity (other than (1) a merger or consolidation pursuant to which the Company is the surviving corporation and the shareholders of the Company immediately preceding such merger or consolidation continue to own at least fifty percent (50%) of the capital stock of the Company entitled to vote following the closing of such merger or consolidation and which does not result in any reclassification of the Warrant Shares issuable upon the exercise of the rights represented by this Warrant), or (2) the sale of all or substantially all of the assets or capital stock of the Company. If upon the closing of any Acquisition the successor entity assumes the obligations of this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. If upon the closing of any Acquisition the successor entity does not assume the obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then the unexercised portion of this Warrant shall be deemed to have been automatically converted pursuant to paragraph 1. (b) and thereafter Holder shall participate in the acquisition on the same terms as other holders of the same class of securities of the Company. Notwithstanding the foregoing, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash upon the closing of any Acquisition for an amount equal to (a) the fair market value of any consideration that would have been received by Holder in consideration of the Shares had Holder exercised the unexercised portion of this Warrant immediately before the record date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Warrant Price of the Shares, but in no event less than zero.
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Examples of MERGERS AND in a sentence

  • MERGERS AND ACQUISITIONS 487.1601 Acquiring control of licensee; application for approval; determinations by commissioner.Sec.

  • CONSOLIDATIONS, MERGERS, AND CONVERSIONS 487.3701 Consolidated savings bank.Sec.

  • Obligations of company with respect to articles etc PART 26 MERGERS AND DIVISIONS808.

  • MERGERS AND ACQUISITIONS After a merger or acquisition, the surviving or newly formed institution is subject to Regulation C if it satisfies the coverage criteria for either a depository financial institution or a nondepository financial institution.

  • MERGERS AND ACQUISITIONS is amended by the addition of the following: FP-A.

  • If they do, then an iterative calculation will be required in cases where the exit payment is capped – the exit payment amount would determine the level of employer National Insurance payable, and the employer National Insurance payable would affect the calculation of the total exit payment.

  • Davis, Purchase Agreements, in MERGERS AND ACQUISITIONS 246, 258-59 (Jim McCord ed.

  • MAYNARD, MERGERS AND ACQUISITIONS: CASES, MATERIALS AND PROB- LEMS 541-603 (3d ed.

  • ASSET TRANSACTIONS, MERGERS AND ACQUISITIONS DURING THE REPORTING PERIODDuring the Reporting Period, the Company did not undertake any material asset transaction, merger and acquisition.

  • Purchases are subject to per purchase limits in addition to maximum card restrictions.


More Definitions of MERGERS AND

MERGERS AND. CONSOLIDATIONS Except as disclosed on Schedule 4.2, no entity has merged into any of Borrower or been consolidated with Borrower.
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MERGERS AND. CONSOLIDATIONS. No entity has merged into Borrower or been consolidated with Borrower.
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Related to MERGERS AND

  • SABS : means the South African Bureau of Standards.

  • risk management means coordinated activities to direct and control an organization with regard to risk.

  • Strategy means the Department of Education International Risk Management Strategy for Homestays and Short Term Cultural Exchanges developed and implemented under section 171 of the Working With Children (Risk Management and Screening) Act 2000 as in force at any given time.

  • Alliance means the Public Service Alliance of Canada;

  • SSE means the Shanghai Stock Exchange.

  • snippetLinks [{"key":"specifically","type":"clause","offset":[20,32]},{"key":"provided-herein","type":"clause","offset":[33,48]},{"key":"at-the-closing","type":"clause","offset":[50,64]},{"key":"the-parties-shall","type":"clause","offset":[65,82]},

  • MERC means the Maharashtra Electricity Regulatory Commission.

  • SBD means Standard Bidding Documents.

  • Insight as used in this clause, means technical visibility into the Program, maintained through audit, surveillance, assessment of trends and metrics, software independent verification and validation, the flight readiness review process, and review or independent assessment of out-of-family anomalies occurring in any phase of the program.

  • HCBS means home- and community-based services.

  • EG means the Enforcement Guide;

  • BlackRock means persons controlling, controlled by or under common control with BlackRock, Inc. that act as investment adviser and subadviser to the Funds.

  • Beacon means a highway traffic signal with one or more signal sections that operate in a flashing mode. (ORC 4511.01(KKK))

  • FIS means free into store delivery, which requires the Supplier to pay all costs and be responsible for all requirements associated with the supply and delivery of Goods to the Company at the delivery site described in the Order, including all costs associated with transport, insurances, licences, authorisations, duties and taxes.

  • Outdoors means any location that is not “indoors” within a fully enclosed and secure structure as defined herein.

  • Solutions means Products and Services provided under this “CPE Products & Services; Professional Services” Section.

  • EDS means Electronic Data Systems Corporation, a Delaware corporation, all its direct and indirect subsidiaries, all its affiliated entities, and all its successors and assigns, and the employees, agents, attorneys, officers and directors of each of them.

  • risk management plan ’ means a risk management plan submitted to the Ad- ministrator by an owner or operator of a stationary source under subparagraph (B)(iii).

  • Supply Chain Management All aspects of supply chain management, from the initial sourcing phase through customer delivery (e.g., procurement, sourcing management, inventory management, catalog management, ordering/purchasing, invoice tracking, storefront/shopping cart, warehouse management, returns management, logistics/transportation).

  • GCC means the General Conditions of Contract.

  • Marketing means a direct or indirect offering or placement at the initiative of the AIFM or on behalf of the AIFM of units or shares of an AIF it manages to or with investors domiciled or with a registered office in the Union;

  • CCC means Customer Care Centre

  • Allied means Allied Waste Industries, Inc., a Delaware corporation.

  • IMS means IMS Health Incorporated.

  • HSS means the Health Support Services, a Board governed HSP.

  • PSEA means the employers' association that is established for post-secondary institutions under the Public Sector Employers' Act and that is the employer bargaining agent for all institutions.