Merger; Consolidation; Transfer of Substantially All Assets Sample Clauses

Merger; Consolidation; Transfer of Substantially All Assets. Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless:
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Merger; Consolidation; Transfer of Substantially All Assets. The Company will not consolidate 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 (including by way of liquidation) to any Person except that the Company may consolidate or merge with, or sell, lease or otherwise dispose of all or substantially all of its assets to, any other corporation or limited liability company if (i) either (A) in the case of a merger or consolidation, the Company shall be the surviving or continuing corporation or limited liability company, or (B) the surviving, continuing or resulting Person or the Person that purchases, leases, or otherwise acquires all or substantially all of the assets of the Company (the “Successor Company”) (1) is a solvent corporation or limited liability company organized under the laws of any State of the United States or the District of Columbia and (2) expressly and unconditionally assumes the due and punctual performance of all obligations of the Company hereunder and under the Notes by an instrument in writing delivered to each holder of Notes, and the Successor Company shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such written assumption has been duly authorized, executed and delivered by such Successor Company and constitutes a legal, valid and binding obligation enforceable against such Successor Company in accordance with its terms, and as to such other matters incident to such transactions as the Majority Holders may reasonably request; and (ii) at the time of such transaction and after giving effect thereto no Default or Event of Default shall have occurred and be continuing (and the Company shall have delivered an Officer’s Certificate to the holders of the Notes to such effect). “The Company may also convert to a limited liability company under applicable state law, provided that (x) upon such conversion the resulting limited liability company shall expressly and unconditionally ratify and confirm the due and punctual performance of all obligations of the Company hereunder and under the Notes by an instrument in writing delivered to each holder of Notes, and shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such written ...
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Merger; Consolidation; Transfer of Substantially All Assets. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall, if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company; (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of Participation Agreement (American Airlines 2011-1 Aircraft EETC) [Reg. No.]
Sample 1
Merger; Consolidation; Transfer of Substantially All Assets. (i) LATAM shall not consolidate with or merge into any other Person under circumstances where LATAM is not the surviving Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless (A) immediately prior to such transaction and immediately after giving effect to such transaction no Lease Event of Default or Indenture Event of Default will have occurred or be continuing; (B) the Person formed by such consolidation or into which LATAM is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of LATAM as an entirety shall be organized and validly existing under (x) the laws of the Chile or any territory thereof or (y) the laws of the United States of America or any state thereof or the District of Columbia, provided that, in the case of clause (y), such Person shall be a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 1110 of the United States Bankruptcy Reform Act of 1978, as amended, with respect to the Lease or the Aircraft, and (C) such Person shall execute and deliver to the Pass Through Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an agreement in form and substance reasonably satisfactory to them containing an assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of LATAM under this Note Purchase Agreement and the Financing Agreements to which LATAM is a party. 41
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Related to Merger; Consolidation; Transfer of Substantially All Assets

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Merger, Consolidation or Sale of All or Substantially All Assets (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

  • Merger Consolidation and Disposition of Assets None of the Borrower, any Guarantor, any Operating Subsidiary or any wholly-owned Subsidiary will:

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance If, at any time while the Warrants are outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the same amount and kind of securities, cash or property, if any, of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which each Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration that such Holder receives upon any exercise of each Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) and for which stockholders received any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company under this Warrant Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall, upon the written request of such Holder, deliver to such Holder in exchange for the applicable Warrants created by this Warrant Agreement a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants which are exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant Agreement and the Warrants referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant Agreement and the Warrants with the same effect as if such Successor Entity had been named as the Company herein and therein. The Company shall instruct the Warrant Agent to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement to this Warrant Agreement and/or the Warrants or other agreement. Any such amendment, supplement or other agreement entered into by the Successor Entity shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such amendment, supplement or other agreement relating either to the kind or amount of securities or other property receivable upon exercise of the Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such amendment, supplement or other agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above.

  • Consolidation, Merger or Sale of Assets Nothing in this Agreement shall preclude the Company from consolidating with, merging into, or transferring all or substantially all of its assets to another entity which assumes all of the Company’s obligations and undertakings hereunder. Upon such a consolidation, merger or transfer of assets, the term “Company” as used herein shall mean such other entity, and this Agreement shall continue in full force and effect.

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