Merger, Consolidation and Acquisitions Sample Clauses

Merger, Consolidation and Acquisitions. Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except that, to the extent multiple Borrowers exist at any time, so long as Borrowing Representative gives Lender at least thirty (30) days’ advance written notice to such effect, (a) any Borrower may merge into, or consolidate with, any other Borrower, so long as a Borrower is the survivor of such merger or consolidation, and (b) any Borrower may acquire all or any substantial portion of the assets of any other Borrower. 7.2
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Merger, Consolidation and Acquisitions. Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except that, to the extent multiple Loan Parties exist at any time, so long as Borrower Representative gives Agent at least thirty (30) days advance written notice to such effect, (i) any Loan Party may merge into, or consolidate with, any other Loan Party, so long as a Loan Party is the survivor of such merger or consolidation, (ii) any Loan Party may acquire all or any substantial portion of the assets or Equity Interests of any other Loan Party.
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Merger, Consolidation and Acquisitions. No Borrower will become a party to any merger, consolidation, or acquisition except (a) for the merger or consolidation of a Borrower with another Borrower or (b) where (i) such Borrower is the surviving corporation of a merger; (ii) such merger, consolidation, or acquisition is of a company in the environmental consulting, engineering or related field; (iii) the Bank has been provided with a certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed acquisition (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in this ss.6; (iv) all of the assets to be acquired shall be owned by an existing or newly created Subsidiary of TRC which is a Borrower, or, in the case of a stock acquisition, the acquired company shall become or shall be merged with a wholly-owned Subsidiary of TRC that is a Borrower, and each newly created Subsidiary shall grant to the Bank a security interest in its Accounts Receivable to secure its Obligations and shall otherwise comply with the provisions of ss.5.13 hereof; (v) the required majority of the Board of Directors of the target company incumbent at the time such acquisition, merger or consolidation is proposed has acquiesced either voluntarily or by order of a court of competent jurisdiction, or the transaction is otherwise deemed in the reasonable judgment of the Bank to be a "friendly" acquisition; (vi) the total consideration for such merger, consolidation or acquisition (including cash and assumed Indebtedness) shall not exceed $5,000,000 for any merger, consolidation or acquisition or series thereof; and (vii) the Borrowers shall have delivered to the Bank, in form and substance satisfactory to the Bank, information, on the transaction to be completed including, without limitation, pro forma covenant compliance calculations, historical financial statements and due diligence summaries; and PROVIDED FURTHER that both immediately before and after any such merger, consolidation or acquisition, no Defaults or Events of Default shall have occurred or be continuing.
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Merger, Consolidation and Acquisitions. 34 7.2. SALES OF ASSETS.............................................................................. 34 7.3. CREATION OF LIENS............................................................................ 34 7.4. GUARANTEES................................................................................... 34 7.5. INVESTMENTS.................................................................................. 35 7.6. LOANS........................................................................................ 35 7.7. DIVIDENDS.................................................................................... 35 7.8. COMPENSATION................................................................................. 35 7.9. INDEBTEDNESS................................................................................. 36
Sample 1
Merger, Consolidation and Acquisitions. Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except that, to the extent multiple Borrowers exist at any time, so long as Borrowing Representative gives Lender at least thirty (30) days advance written notice to such effect, (i) any Borrower may merge into, or consolidate with, any other Borrower, so long as a Borrower is the survivor of such merger or consolidation, (ii) any Borrower may acquire all or any substantial portion of the assets or Equity Interests of any other Borrower and (iii) Borrowers may make the Proposed Acquisition, subject to their compliance with all terms and conditions in the definition of "Permitted Acquisition" relative thereto.
Sample 1
Merger, Consolidation and Acquisitions. Merge with or into or consolidate or combine with any Person or purchase or otherwise acquire any capital stock or other equity interests of another Person or all or any substantial portion of the property or assets of another Person (whether or not involving a merger or consolidation with such other Person); provided, however, the Borrower may merge with or into or consolidate or combine with any Person or purchase or otherwise acquire any capital stock or other equity interests of another Person or all or any substantial portion of the property or assets of another Person engaged in substantially the same business of the Borrower if the total purchase price for such transaction, including but not limited to cash, stock and/or assumption of liabilities, is equal to or less than $500,000 in the aggregate.
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Related to Merger, Consolidation and Acquisitions

  • Mergers; Consolidations; Acquisitions Merge or consolidate, or permit any Subsidiary of Borrower to merge or consolidate, with any Person; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Mergers, Consolidations, Sales of Assets and Acquisitions Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall not prohibit:

  • Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.

  • Adjustments for Reorganization, Merger, Consolidation or Sales of Assets If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

  • Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

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