Substitution of the Company Sample Clauses

Substitution of the Company. (a) Notwithstanding any other provision contained in this Indenture, (i) the Company may, without the consent of any Holder (and by purchasing any Securities, each Holder expressly consents to the provisions of this Section 9.07), be substituted by (i) Suzano or (ii) any Wholly-Owned Subsidiary of Suzano as principal debtor in respect of the Securities (in each case, in such capacity, the “Successor Company”); provided that the following conditions are satisfied:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Substitution of the Company. (a) The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as the principal obligor by the Guarantor (including any successor Guarantor pursuant to Section 9.02) in respect of each series of Securities then Outstanding, if, immediately after giving effect to such substitution, no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, has occurred and is continuing (other than such an event or Event of Default that would be cured by such substitution); provided that such substitution shall be conditioned upon the Guarantor executing an indenture supplemental hereto in which it agrees to be bound by the terms of this Indenture and the Securities of each such series as fully as if the Guarantor had been named in this Indenture and on the Securities of each such series in place of the Company.
Sample 1Sample 2
Substitution of the Company. The Company and the Guarantor may at any time, without the consent of any Holders, arrange for and cause the substitution of the Company as issuer and principal obligor in respect of any series of Securities by the Guarantor (including any successor Guarantor pursuant to Section 8.2) or any wholly owned Subsidiary of the Guarantor (the “successor entity”), provided that:
Sample 1
Substitution of the Company. The Company may, at the Company’s option and without the consent of any holder of the Notes, be substituted (a “Substitution”) by any direct or indirect parent of the Company (the “Substituted Company”) for purposes of this Indenture and have the covenants (and related definitions) apply to the Substituted Company and its Restricted Subsidiaries; provided that the following conditions are satisfied: (1) the Substituted Company is a corporation or limited liability company organized (or the equivalents) and existing under the laws of the United States or any State of the United States or the District of Columbia or any other country member of the Organization for Economic Co-operation and Development (OECD); (2) such Substituted Company delivers a Guarantee or becomes the issuer of the Notes pursuant to a supplemental indenture; (3) immediately after giving effect to the Substitution, on a pro forma basis, (A) no Event of Default shall have occurred and be continuing; and (B) such Substituted Company shall be able to Incur US$1.00 of additional Debt pursuant to Section 4.08(a); or (ii) the Fixed Charge Coverage Ratio for the Substituted Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to the Substitution; and (4) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such Substitution complies with this Indenture and that all conditions precedent in this Indenture relating to such Substitution have been satisfied. After the Substitution, all references to the Company shall be deemed to refer to the Substituted Company and the Company shall become a Restricted Subsidiary of the Substituted Company.
Sample 1

Related to Substitution of the Company

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • DURATION OF THE COMPANY The Company shall continue in perpetuity unless terminated sooner by operation of law or by decision of the Member.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Operation of the Company Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms of this Agreement and the other Transaction Agreements, including, without limitation, to vote all Securities held by it (and to cause all Securities held by any of its Affiliates and permitted transferees under Section 13 to be voted) to effect the terms hereof.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Corporate Organization of the Company (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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