Restrictions on Mergers Sample Clauses

Restrictions on Mergers. LESSEE will not consolidate with or merge into any other corporation or other Person, and will not convey, transfer, lease or otherwise dispose of all or substantially all of its assets to any corporation or other Person, unless:
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Restrictions on Mergers. LESSEE will not sell or convey substantially all of its property and assets or merge or consolidate with or into any other Person unless LESSEE has obtained LESSOR’s prior written consent which will not be unreasonably withheld.
Sample 1Sample 2See All (6)
Restrictions on Mergers. LESSEE will not sell or convey substantially all of its property and assets (except capital asset replacement in the normal course of business) or merge or consolidate with or into any other corporation unless (a) LESSEE is the surviving entity and, as such, has a net worth equivalent to its net worth as of the date hereof, or (b) LESSEE has obtained LESSOR's prior written consent which will not be unreasonably withheld or delayed.
Sample 1Sample 2
Restrictions on Mergers. During the one-year period beginning on the date hereof, the Purchaser, and its Affiliates, and its Permitted Transferees shall not propose, or vote any securities in favor of, a merger, reorganization, recapitalization or other similar transaction involving the Company that would result in the elimination of the outstanding shares of Common Stock other than the shares held beneficially by the Purchaser, its Affiliates and its Permitted Transferees, unless any such transaction is approved by an independent committee of the Board of Directors of the Company.
Sample 1Sample 2
Restrictions on Mergers. Except as set forth below, Lessee will not sell, convey or otherwise dispose of all or substantially all of its property and assets or merge or consolidate with or into or be acquired by any other Person without the prior written consent of Lessor, such consent not to be unreasonably withheld. In evaluating any proposed merger, consolidation, sale or other conveyance, Lessor shall not unreasonably withhold its consent provided that (i) no Default or Event of Default under the Lease or any other agreement between Lessee or the acquirer with Lessor or an affiliate of Lessor or Lessor’s Lender has occurred and is then continuing or would occur as a result of the merger, consolidation, acquisition, sale or conveyance, as applicable; (ii) the surviving entity or acquirer shall have agreed in writing, in form and substance acceptable to Lessor, to assume, be bound by and perform all obligations of “Lessee” under the Lease; and (iii) the acquirer or surviving entity shall not be domiciled or directly or indirectly owned (in whole or in part) or controlled by any individual or entity with which Lessor is prohibited from doing business under applicable Law. No consent shall be required from Lessor for any merger, consolidation, acquisition, sale or other conveyance, if (a) Lessee shall be the surviving entity of a merger, the consolidated entity or the acquirer, as applicable and (b) the resulting entity, has, at the time of such merger consolidation, sale or conveyance and immediately after giving effect thereto, a credit standing as good as or better than that of Lessee and a net worth at least equal to that of Lessee immediately prior to such merger, consolidation, acquisition, sale or conveyance, or (c) solely among Lessee’s current stockholders. No consent shall be required from Lessor for Lessee’s acquisition of any interest in any corporate entity provided that such acquisition does not result in a material adverse change in the financial condition of Lessee. Nothing herein shall be deemed to prevent Lessee or any affiliate of Lessee from engaging in a bona fide public offering of its securities to the general public or a private placement of any such securities as the same may at any time or from time to time be approved by its directors or shareholders.
Sample 1
Restrictions on Mergers. No Obligor shall (and the Company shall procure that no other member of the Group shall) enter into any merger or amalgamation other than with other members of the Group.
Sample 1

Related to Restrictions on Mergers

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Investments The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

  • Restrictions on Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

  • Restrictions on Use Licensee is not permitted to make any use of the Licensed Marks in connection with products or services other than the Sprint PCS Products and Services, and as specifically authorized in Sections 1.1(b) above with respect to Related Equipment and Premium and Promotional Items, nor to make any use of the Licensed Marks directed outside of the Service Area.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

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