No Fundamental Changes Sample Clauses

No Fundamental Changes. There shall no exist any fundamental change to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement.
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No Fundamental Changes. Neither Borrower nor Guarantor will (a) convert to another form of organization, or other than a Permitted Merger enter into any merger or consolidation with, or sell or transfer all, substantially all or any substantial portion of its assets to, any other Person (whether in one transaction or in a series of transactions) without the prior written consent of Lender, (b) dissolve, liquidate or cease or suspend the conduct of business, or cease to maintain its existence, or (c) permit or suffer a transfer of its equity interests (including by operation of law), or enter into or suffer any transaction or series of transactions, as a result of which there occurs a Change of Control. In no event will Borrower permit the sale or issuance of any of its equity interests to any Person if such sale or issuance could reasonably be expected either to impair or result in the termination of any waiver of the Mxxxxxxx Islands citizenship status required for the registry of vessels under the flag of the Republic of the Mxxxxxxx Islands in the name of Borrower granted pursuant to Section 203 of the Maritime Act, as amended, or to invalidate the Certificate of Documentation or Registry issued for the Vessel by the Republic of the Mxxxxxxx Islands.
Sample 1
No Fundamental Changes. The Company shall not, after the date hereof, (1) engage in any business activities substantially different than-those in which the Company is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change ownership, dissolve or transfer or sell assets out of the ordinary course of business.
Sample 1
No Fundamental Changes. Except as expressly contemplated or permitted by this Agreement or as required by applicable law, rule or regulation, during the period from the date of this Agreement to the Effective Time, neither RGF, RAC or Crown Bank or Acquiror shall (i) take any action that is intended or may reasonably be expected to result in any of the conditions to the Transaction set forth in this Agreement not being satisfied, (ii) take any action or fail to take any action which would reasonably be expected to materially and adversely impair or delay consummation of the transactions contemplated hereby beyond the time period contemplated by this Agreement or (iii) with respect to RGF, RAC and Crown Bank only, agree to, or make any commitment to, take any of the actions prohibited by Sections 3.01 and 3.02.
Sample 1
No Fundamental Changes in the Conduct of Business by Parent. Except (i) as set forth in Section 4.5 of the Parent Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Company in writing, or (iv) as required by applicable law or regulation, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent shall, and shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations. Except (i) as set forth in Section 4.5 of the Parent Disclosure Schedule, (ii) as consented to by Company in writing or required by applicable law or regulation or (iii) as otherwise expressly contemplated by this Agreement, none of the Parent Parties shall:
Sample 1
No Fundamental Changes. Borrower shall not directly or indirectly merge, consolidate, amalgamate or liquidate with or into any person or entity without the written consent of Lender. Borrower shall not directly or indirectly convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business assets to any person or entity without the written consent of Lender.
Sample 1
No Fundamental Changes. Until the Termination Date, (i) the Company shall not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the equity interests issued by any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve or consummate a division of the assets, liabilities and/or obligations of the Company into two or more Persons, provided that, if at the time thereof and immediately after giving effect thereto, no Event of Default shall or would have occurred and be continuing, any wholly-owned Subsidiary of the Company may merge into or consolidate with the Company in a transaction in which the Company is the surviving entity; and (ii) the Company shall not engage to any material extent in any business other than the business in which it is engaged as of the Closing Date (or activities directly ancillary thereto).
Sample 1
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No Fundamental Changes. Until the Termination Date, (i) the Company shall not and shall cause Odyssey Minerals Cayman Limited (“OMCL”) not to merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the equity interests issued by any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve or consummate a division of the assets, liabilities and/or obligations of the Company into two or more Persons, provided that, if at the time thereof and immediately after giving effect thereto, no Event of Default shall or would have occurred and be continuing, any wholly-owned Subsidiary of the Company may merge into or consolidate with the Company in a transaction in which the Company is the surviving entity; (ii) the Company shall not and shall cause OMCL not to engage to any material extent in any business other than the businesses in which they are engaged as of the Initial Closing Date (or activities directly ancillary thereto); and (iii) the Company shall cause OMCL not to engage in any activity other than holding equity interests in Ocean Minerals LLC, a Cayman Islands limited liability company, or to acquire any other assets or to incur any other liabilities.
Sample 1

Related to No Fundamental Changes

  • Fundamental Changes Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  • Fundamental Change At least 30 days prior to a Fundamental Change, the Committee may, but shall not be obligated to declare, and provide written notice to the Optionee of the declaration, that this Option shall be canceled at the time of, or immediately prior to the occurrence of, the Fundamental Change (unless it is exercised prior to the Fundamental Change) in exchange for payment to the Optionee, within ten days after the Fundamental Change, of cash equal to the amount, for each Share covered by the canceled Option, by which the event proceeds per share (as defined below) exceeds the exercise price per Share covered by this Option. This Option may be exercised in full (notwithstanding the Exercise Schedule) at any time at the discretion of the Optionee following such declaration by the Committee or, if no such declaration is made by the Committee, at any time after formal notification of the proposed Fundamental Change has been given to the Company's shareholders, and prior to the time of cancellation of this Option. This Option, to the extent it has not been exercised prior to the Fundamental Change, shall be canceled at the time of, or immediately prior to, the Fundamental Change, as provided in the declaration, and this Agreement shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph. In the case of a Fundamental Change that consists of the merger or consolidation of the Company with or into any other corporation or statutory share exchange, the Committee, in lieu of the declaration above, may make appropriate provision for the protection of this Option by the substitution, in lieu of this Option, of an option to purchase appropriate voting common stock or appropriate voting common stock of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation. For purposes of the preceding paragraphs, the "event proceeds per share" is the cash plus the value (as determined by the Committee) of the non-cash consideration to be received per Share by the shareholders of the Company upon the occurrence of the Fundamental Change.

  • Fundamental Changes; Dispositions (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, in each case so long as (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation; and

  • Fundamental Change Notice On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the Company will send to each Holder, the Trustee and the Paying Agent a notice of such Fundamental Change (a “Fundamental Change Notice”). Such Fundamental Change Notice must state:

  • Prohibition of Fundamental Changes Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving corporation; and provided further, that if after giving effect thereto, no Default would exist hereunder.

  • Fundamental Changes, Line of Business No Borrower shall (i) amend its organizational documents or change its Fiscal Year unless (w) such actions would not have a Material Adverse Effect; (x) such actions would not adversely affect the obligations of any Borrower or any Loan Party to Administrative Agent and Lenders; (y) such actions would not adversely affect the interpretation of any of the terms of this Agreement or the other Loan Documents and (z) Administrative Agent has received five (5) days’ prior written notice of such amendment or change; or (ii) enter into a new line of business materially different from the Borrowers’ current businesses.

  • Fundamental Changes and Asset Sales (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

  • Limitation on Fundamental Changes Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

  • Restriction on Fundamental Changes The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that 10 days prior written notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) enter into any transaction of merger or consolidation, except that (i) any Subsidiary of Borrower may be merged with or into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any other Loan Party other than Borrower, (iii) any Subsidiary that is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary which is not a Loan Party, (v) any Permitted Acquisition and Investment or any other permitted Investment or any permitted asset disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than pursuant to a Permitted Acquisition and Investment, the Verizon Acquisition or any other Investment permitted hereunder; provided that 10 days prior to the effective date of such merger, consolidation, dissolution, liquidation, or amalgamation in the case of clause (B) or clause (C), or such acquisition in the case of clause (D), and promptly following such amendment, modification or waiver in the case of clause (A), Borrower shall provide written notice and a copy thereof or the documentation relating thereto to Administrative Agent.

  • Fundamental Change Repurchase Date The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

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