Common use of Company May Consolidate, Etc. on Certain Terms Clause in Contracts

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement to be kept or performed by the Company, shall be expressly assumed by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stock.

Appears in 3 contracts

Samples: Securityholders Agreement (Uwharrie Capital Corp), Securityholders Agreement (Uwharrie Capital Corp), Securityholders Agreement (Uwharrie Capital Corp)

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Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) ), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or other disposition lease of all or substantially all the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that and the Company hereby covenants and agrees thatagrees, that upon any such consolidation, merger, sale, conveyance or lease, other than a merger (where in which the Company is not the surviving continuing corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of and interest on all of the Debt Securities in accordance with their termsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the entity corporation which shall have acquired or leased such property or capital stockproperty.

Appears in 2 contracts

Samples: Indenture (Joy Global Inc), Joy Global Inc

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in the Debt Securities Debentures shall prevent any consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of (and premium, if any) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stock.

Appears in 2 contracts

Samples: Indenture (ACA Capital Holdings Inc), Indenture (Southern Heritage Bancorp Inc)

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of (and premium, if any) and interest on all of the Debt Securities in accordance with their their- terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stockproperty.

Appears in 1 contract

Samples: Tib Financial Corp.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement The Company covenants that it will not merge or in the Debt Securities shall prevent any consolidation or merger of the Company consolidate with or into any other corporation or corporations sell or convey all or substantially all of its assets to any Person unless (whether i) either the Company shall be the continuing corporation, or not affiliated with the successor corporation (if other than the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition corporation organized and existing under the laws of the property United States of America or capital stock a State thereof or the District of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other Columbia and such corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, shall expressly assume the due and punctual payment of all payments due the principal of and interest on all of the Debt Securities in accordance with their termsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the CompanyCompany by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be expressly assumed by in default in the entity formed by performance of any such covenant or condition, and (iii) in the case of Securities of a series issued to a Laclede Trust, such consolidation, merger, sale or into which conveyance is permitted under the Company shall have been merged, relevant Trust Agreement and Laclede Guarantee and does not give rise to any breach or by the entity which shall have acquired violation of such property Trust Agreement or capital stockLaclede Guarantee.

Appears in 1 contract

Samples: Trust Agreement (Laclede Gas Co)

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Company May Consolidate, Etc. on Certain Terms. Nothing Subject to the provisions of Section 12.02, nothing contained in this Securityholders Agreement Indenture or in any of the Debt Securities Notes shall prevent any consolidation or merger of the Company with or into any other corporation Person or corporations Persons (whether or not affiliated with the Company) ), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyanceconveyance or lease (or successive sales, transfer conveyances or other disposition leases) of all or substantially all of the property or capital stock of the Company or and its successor or successors consolidated Subsidiaries, taken as an entirety, or substantially as an entiretya whole, to any other corporation Person (whether or not affiliated with the Company), or its successor or successors) authorized to acquire and operate the samesame and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation)merger, sale, conveyance, transfer conveyance or other dispositionlease, the due and punctual payment of all payments due the principal of and premium, if any, and interest (including Liquidated Damages, if any) on all of the Debt Securities in accordance with their termsNotes, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the entity which Person that shall have acquired or leased such property property, and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.06. No such consolidation, merger, sale, conveyance or capital stocklease shall be permitted that is not in compliance with this Section 12.01.

Appears in 1 contract

Samples: Globespan Inc/De

Company May Consolidate, Etc. on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Securityholders Agreement Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation entity or corporations entities (whether or not affiliated with the Company) ), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or other disposition lease of all or substantially all the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation entity (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that and the Company hereby covenants and agrees thatagrees, that upon any such consolidation, merger, sale, conveyance or lease, other than a merger (where in which the Company is not the surviving continuing corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of and interest on all of the Debt Securities in accordance with their termsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the entity corporation which shall have acquired or leased such property or capital stockproperty.

Appears in 1 contract

Samples: Indenture (Kellanova)

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in the Debt Securities Debentures shall prevent any consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of (and premium, if any) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stockproperty.

Appears in 1 contract

Samples: Tib Financial Corp.

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