Permitted Merger definition

Permitted Merger shall have the meaning set forth in Section 3.01.
Permitted Merger means a merger between Group Companies provided that:
Permitted Merger means a merger, consolidation or amalgamation involving the Issuer as a result of which a Change of Control in relation to the Issuer occurs provided that immediately following such Permitted Merger, no person or persons acting in concert or any person or persons acting on behalf of any such person(s) (other than members of the Ruling Family of Abu Dhabi and/or the Government of Abu Dhabi or any agency or other part thereof) directly or indirectly come(s) to own or acquire(s): (A) more than 50 per cent. of the issued share capital of the entity resulting from the Permitted Merger; or (B) such number of shares of the issued share capital of such entity carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of such entity, and provided that during the Change of Control Period (as defined above) in respect of such Permitted Merger, no Rating Downgrade occurs.

Examples of Permitted Merger in a sentence

  • Notwithstanding Condition4.3(a) and provided no Permitted Merger has taken place, the Issuer may give group contributions (Sw. koncernbidrag) to the Parent, provided that no cash or other funds are transferred from the Issuer to the Parent as a result thereof and provided that such group contribution is immediately converted into an unconditional shareholder’s contribution from the Parent to the Issuer.

  • The Issuer or any other Group Company ceases to carry on its business (other than (i) following a Permitted Merger, (ii) a solvent liquidation permitted pursuant to Clause14.6 (Insolvency Proceedings) above or (iii) a disposal permitted under the Finance Documents), if such discontinuation is likely to have a Material Adverse Effect.


More Definitions of Permitted Merger

Permitted Merger means (a) an acquisition or disposal by way of merger provided that the acquisition or disposal is a Permitted Acquisition or a Permitted Disposal or an Asset Sale that complies with Section 4.12, as the case may be; (b) an amalgamation, demerger, merger, consolidation or corporate reconstruction on a solvent basis of a member of the Group where all of the business and assets of that member remain within the Group and if that member of the Group was an Obligor immediately prior to that amalgamation, demerger, merger, consolidation or corporate reconstruction, all of the business and assets of that member are retained by one or more other Obligors or a company which becomes an Obligor upon such merger; provided that (i) the surviving entity of that amalgamation, demerger, merger, consolidation or corporate reconstruction is liable for the obligations of the member of the Group it has merged with and (ii) the surviving entity of that amalgamation, demerger, merger, consolidation or corporate reconstruction is incorporated in the same jurisdiction as that member of the Group; (c) an amalgamation, demerger, merger, consolidation or corporate reconstruction on a solvent basis of any members of the Group that are not Obligors; (d) the transfer of a business from one Obligor to another Obligor which is followed by the prompt winding up or dissolution of the transferor Obligor, provided that in the case of each of clauses (a) through (d) above, the Company is the surviving entity, where applicable, in any such transaction to which it is a party; (e) an amalgamation, demerger, merger, consolidation or corporate reconstruction on an insolvent basis of the Specified Liquidation Entities; or (f) an amalgamation, demerger, merger, consolidation or corporate transaction in connection with the Permitted Business Restructuring or Permitted Closing Steps.
Permitted Merger means the merger of (i) any Borrower with and into any other Borrower, (ii) any Guarantor with and into any other Guarantor, (ii) any Subsidiary that is not a Loan Party with and into any other Subsidiary that is not a Loan Party, or (iii) a Borrower or any of its Subsidiaries with and into any Subsidiary formed and/or acquired in connection with consummating a Permitted Acquisition or Permitted Investment, in each case, so long as no Default or Event of Default has occurred and is continuing or would result from such merger.
Permitted Merger means any amalgamation, demerger, merger or corporate reconstruction which does not result in a Material Adverse Change and which is on a solvent basis, and where:
Permitted Merger means a merger between the Parent and the Issuer, provided that (in the case where the Parent is the surviving entity):
Permitted Merger means a merger between Group Companies provided that any transferor Group Company which shares are subject to the Transaction Security may only be merged with a transferee Group Company which shares are, or will be, subject to Security in favour of the Secured Parties.
Permitted Merger means a reconstruction, amalgamation, merger or consolidation with or transfer of assets and/or activities to Carlsberg A/S whereby Carlsberg A/S expressly and effectively by law, or by operation of law, assumes all of the obligations of the Issuer under the Notes, the Coupons and the Talons provided that (i) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Notes, Coupons, Talons and Deed of Covenant represent valid, legally binding and enforceable obligations of Carlsberg A/S are taken, fulfilled and done and are in full force and effect, (ii) legal opinions addressed to the Noteholders shall have been delivered to them (care of the Fiscal Agent) from a lawyer or firm of lawyers with a leading securities practice in Denmark and in England as to the fulfilment of the preceding condition of this paragraph and (iii) any solicited credit rating assigned to the Notes will remain the same or be improved when Carlsberg A/S assumes the obligations of the Issuer in respect of the Notes or, in the event that there is no solicited rating in respect of the Notes but there is a solicited rating in respect of the senior unsecured long term debt of the Issuer, the rating of the senior long term debt of Carlsberg A/S will be equal to or higher than the rating of the senior long term debt of the Issuer when Carlsberg A/S assumes the obligations of the Issuer under the Notes and, in each case, this has been confirmed in writing by each rating agency which has assigned a solicited rating to the Notes or, as the case may be, the senior long term debt of the Issuer.
Permitted Merger has the meaning specified in Section 3(a).