Permitted Merger Conditions definition

Permitted Merger Conditions means, after giving pro forma effect to (i) the Permitted Merger, (ii) the payment of any Restricted Payments necessary to consummate the Permitted Merger and (iii) the incurrence of Indebtedness necessary to consummate the Permitted Merger:
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Permitted Merger Conditions means, with respect to any proposed merger, that (a) no Default or Event of Default shall exist before or after giving effect to the merger; (b) the Company is the surviving entity in the merger; (c) on a pro forma basis, based upon the balance sheets, as of the end of the most recent Fiscal Quarter ended prior to the merger, of the Company and the entity merging into the Company; (i) the Company's Consolidated Net Worth after giving effect to the merger and the consideration paid by the Company in connection with the merger are no less than the Company's Consolidated Net Worth prior to giving effect to the merger, and (ii) the Company is in compliance with its covenants in Section 4 after giving effect to the merger; (d) the Company shall have provided to the Agent such lien searches and other evidence as may be reasonably requested by the Agent in order to confirm that there are no liens of record against any of the assets of the entity that is to be merged into the Company and the Agent has a perfected security interest in all the assets of such merged entity and the Company shall have executed any and all Lien Perfection Documents as requested by the Agent; (e) the entity that is to be merged into the Company is engaged in the same or a related or substantially similar to the business as that engaged in by the Company; (f) such merger is permitted by the Acceptable Credit Facility in effect at such time; (g) the merger shall be in compliance with Applicable Law and the Company and the Company shall have obtained all required Governmental Approvals and (h) any Subsidiary of the entity to be merged into the Company shall execute a Subsidiary Guaranty and Subsidiary Guarantor Security Documents. Permitted Purchase Money Debt - Purchase Money Debt of the Company and its Subsidiaries which is incurred after the date of this Agreement and which is secured by no Lien or only by a Purchase Money Lien, provided that the aggregate amount of Purchase Money Debt outstanding at any time does not exceed $5,000,000 and the incurrence of such Purchase Money Debt does not violate any limitation in the Financing Documents regarding Capital Expenditures. For the purposes of this definition, the principal amount of any Purchase Money Debt consisting of capitalized leases shall be computed as a Capitalized Lease Obligation. Person - means an individual, partnership, corporation, limited liability company, joint venture, trust, unincorporated organization, or a government o...
Sample 1

Examples of Permitted Merger Conditions in a sentence

  • The Company shall not, and shall not permit any Subsidiary to, merge, reorganize, consolidate or amalgamate with any Person, or liquidate, wind up its affairs or dissolve itself, except for, upon prior written notice to the Agent, mergers or consolidations of any Subsidiary with another Subsidiary or the Company and mergers as to which the Permitted Merger Conditions are satisfied; or change the Company's FEIN.

Related to Permitted Merger Conditions

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Issuers or one or more of their Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third-party financing.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Pre-Existing Conditions means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Second Merger has the meaning set forth in the Recitals.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Pre-Existing Condition means an illness, disease, or other condition during the 180 day period immediately prior to the Effective Date of Your coverage for which You or Your Traveling Companion, Business Partner or Family Member: 1) received or received a recommendation for a test, examination, or medical treatment; or 2) took or received a prescription for drugs or medicine. Item (2) of this definition does not apply to a condition which is treated or controlled solely through the taking of prescription drugs or medicine and remains treated or controlled without any adjustment or change in the required prescription throughout the 180 day period before Your coverage is effective under this policy.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Company Merger shall have the meaning given in the Recitals.

  • Standard Listing Conditions has the meaning ascribed thereto in Section 4.3;