Common use of Changes in Corporate Structure Clause in Contracts

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 82 contracts

Samples: Supplemental Indenture (New Jersey Resources Corp), Supplemental Indenture (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)

AutoNDA by SimpleDocs

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5.

Appears in 5 contracts

Samples: Note Purchase Agreement (Wolverine World Wide Inc /De/), Note Purchase Agreement (Ameron International Corp), Note Purchase Agreement (Schein Henry Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.94.7, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 5 contracts

Samples: Note Purchase Agreement (ServisFirst Bancshares, Inc.), Note Purchase Agreement (Park National Corp /Oh/), ServisFirst Bancshares, Inc.

Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 5 contracts

Samples: Note Purchase Agreement (Globe Business Resources Inc), Note Purchase Agreement (Stepan Co), Stepan Co

Changes in Corporate Structure. Except as specified in Schedule 4.94.9 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements either referred to in Schedule 5.5. or delivered to the holders of the Notes pursuant to Section 7.1.

Appears in 4 contracts

Samples: Guaranty Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the The Company shall not have changed its jurisdiction of incorporation or or, except as reflected in Schedule 4.9, been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 4 contracts

Samples: Proquest Co, Note Purchase Agreement (Philadelphia Suburban Corp), Note Purchase Agreement (Insituform Technologies Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent interim financial statements referred to in Schedule 5.5.

Appears in 3 contracts

Samples: Guaranty Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc)

Changes in Corporate Structure. Except with respect to the Merger Transactions and except as specified in disclosed on Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation and shall not have or succeeded to all or any substantial part of the liabilities of any other entityentity (other than an entity that was a Subsidiary of the Company prior to such merger, consolidation or succession), at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Master Note Purchase Agreement (Waste Connections, Inc.)

Changes in Corporate Structure. Except as specified stated in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have or succeeded to all or any substantial part of the liabilities of any other entity, entity (whether or not the transaction would be permitted by Section 10.4) at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ametek Inc/), Ametek (Ametek Inc/)

Changes in Corporate Structure. Except as specified in Schedule 4.94.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Ruby Tuesday Inc), Note Purchase Agreement (Flow International Corp)

Changes in Corporate Structure. Except as specified in disclosed on Schedule 4.94.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 2 contracts

Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.94.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 2 contracts

Samples: Note Purchase Agreement (United Asset Management Corp), Note Purchase Agreement (United Asset Management Corp)

Changes in Corporate Structure. (a) Except as specified in Schedule 4.94.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.52.5 to the Parent Guaranty.

Appears in 2 contracts

Samples: Note Purchase Agreement (Woodhead Industries Inc), Note Purchase Agreement (Cameron Ashley Building Products Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9set forth on SCHEDULE 4.17, the Company shall not have changed its jurisdiction of incorporation formation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5SCHEDULE 5.4.

Appears in 2 contracts

Samples: Note Agreement (Amerigas Finance Corp), Note Agreement (Amerigas Finance Corp)

Changes in Corporate Structure. Except as specified in Schedule 4.9SCHEDULE 4.1.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule SCHEDULE 5.5.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Cornell Corrections Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.94.9 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Tiffany & Co)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.merger

Appears in 1 contract

Samples: Intercreditor Agreement (Otter Tail Corp)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the The Company shall not have changed its jurisdiction of incorporation or or, except as reflected in Schedule 4.9, been a party to any merger or consolidation and shall not have consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (International Flavors & Fragrances Inc)

Changes in Corporate Structure. Except as specified set forth in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Alliance Data Systems Corp)

Changes in Corporate Structure. Except as specified in Schedule 4.94.16, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Shaw Group Inc

Changes in Corporate Structure. Except for the Merger and as contemplated hereby or as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Assumption and Exchange Agreement (Andrew Corp)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. 4.10.

Appears in 1 contract

Samples: Subsidiaries and Ownership of Subsidiary (Ace Hardware Corp)

Changes in Corporate Structure. Except as specified in Schedule 4.9, neither the Company nor any Guarantor shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements of the Company and the Guarantors referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase and Guarantee Agreement (Resortquest International Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the ofthe most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (DPL Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and or other transaction pursuant to which it shall not have succeeded to all or any substantial part of the Material liabilities of any other entity, entity at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (First Investors Financial Services Group Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule Section 5.5. Section 4.10.

Appears in 1 contract

Samples: Note Purchase Agreement (Schein Henry Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.94.8 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and or shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Guaranty Agreement (Tiffany & Co)

Changes in Corporate Structure. Except as specified described in Schedule 4.94.11, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have with any other entity or succeeded to all or any substantial part of the liabilities of any other entity, entity at any time following the date of the most recent financial statements referred to in Schedule 5.5, in any such case in a transaction which is Material.

Appears in 1 contract

Samples: Note Agreement (Discovery Communications, Inc.)

Changes in Corporate Structure. (a) Except as specified in Schedule 4.9SCHEDULE 4.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.52.5 to the Parent Guaranty.

Appears in 1 contract

Samples: West Marine Inc

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation organization or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Tetra Technologies Inc)

Changes in Corporate Structure. Except as specified described in Schedule 4.94.12, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have with any other entity or succeeded to all or any substantial part of the liabilities of any other entity, entity at any time following the date of the most recent financial statements referred to in Schedule 5.5, in any such case in a transaction which is Material.

Appears in 1 contract

Samples: Note Agreement (Discovery Communications, Inc.)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, entity at any time following the date of the most recent audited financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Ims Health Incorporated (Ims Health Inc)

AutoNDA by SimpleDocs

Changes in Corporate Structure. Except as specified in Schedule 4.9, at any time following the date of the most recent financial statements referred to in Schedule 5.5, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.. Stepan Company Amended and Restated Note Agreement

Appears in 1 contract

Samples: Stepan Co

Changes in Corporate Structure. Except as specified in Schedule 4.9D, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.I.

Appears in 1 contract

Samples: Note Purchase Agreement (Oneita Industries Inc)

Changes in Corporate Structure. Except as specified in Schedule SCHEDULE 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule SCHEDULE 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (McGrath Rentcorp)

Changes in Corporate Structure. Except as specified in Schedule 4.94.8, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Westamerica Bancorporation)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements state- ments referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement

Changes in Corporate Structure. Except as specified in Schedule 4.94.10 or permitted pursuant to this Agreement, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. or delivered to the holders of the Notes pursuant to Section 7.1.

Appears in 1 contract

Samples: Note Purchase Agreement (Tiffany & Co)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. .c2.Section 4.10.

Appears in 1 contract

Samples: Pg Energy Inc

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation and shall not have consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Mine Safety Appliances Co)

Changes in Corporate Structure. Except as specified in Schedule 4.94.1(i), the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5Section 5.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Brown & Brown Inc)

Changes in Corporate Structure. Except as specified in set forth on Schedule 4.93.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.54.5.

Appears in 1 contract

Samples: Securities Purchase Agreement (Westwood One Inc /De/)

Changes in Corporate Structure. Except as specified in Schedule 4.9, neither the Company nor MIX shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Smucker J M Co)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and and, except for the Transaction, shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Circor International Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or 3 any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Allegheny Energy Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9SCHEDULE 4.10, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule SCHEDULE 5.5.. MASTERCARD INTERNATIONAL INCORPORATED 3 NOTE PURCHASE AGREEMENT

Appears in 1 contract

Samples: Note Purchase Agreement (Mastercard Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. Section 4.10.

Appears in 1 contract

Samples: Note Purchase Agreement (Sonic Corp)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5Section 6.5.

Appears in 1 contract

Samples: Stock Sale and Note Purchase Agreement (Cascade Microtech Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.95.4 or as described in a written notice provided by the Company to the Purchasers, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Meredith Corp

Changes in Corporate Structure. Except as specified in Schedule 4.9SCHEDULE 4.1.9 or as otherwise permitted under Section 10.6 hereof, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule SCHEDULE 5.5.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Cornell Corrections Inc)

Changes in Corporate Structure. Except as specified in Schedule 4.9, neither the Company nor any of its Subsidiaries shall not have changed its jurisdiction of incorporation or incorporation, been a party to any merger or consolidation and shall not have consolidation, or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Note Purchase Agreement (Ogara Co /Oh/)

Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.. THE J.M. XXXXXXX XXXPANY NOTE PURCHASE AGREEMENT

Appears in 1 contract

Samples: Note Purchase Agreement (Smucker J M Co)

Changes in Corporate Structure. Except as specified in Schedule 4.9, neither the Company nor LLC shall not have changed its jurisdiction of incorporation organization or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Appears in 1 contract

Samples: Subordinated Loan Agreement (Valhi Inc /De/)

Time is Money Join Law Insider Premium to draft better contracts faster.