AMALGAMATION OR RECONSTRUCTION Clause Samples

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AMALGAMATION OR RECONSTRUCTION. If before the termination of this agreement the employment of the Director shall be determined by reason of the winding up of the Company for the purposes of reconstruction or amalgamation and the Company shall procure that any concern or undertaking resulting from such solvent reconstruction or amalgamation shall offer to the Director employment on no less favourable terms than contained in this agreement, the Director shall have no claim against the Company for damages or otherwise in connection with such determination provided that, in the event of the Director being made such an offer, it shall be conditional upon his employment with the Company counting as continuous employment.
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AMALGAMATION OR RECONSTRUCTION. If the Executive shall unreasonably have refused or failed to accept employment offered to him by a Group Company on terms which taken as a whole are no less favourable to him than the terms in effect under this Agreement at the time such offer is made where there has been an amalgamation or reconstruction of the business of the Company the Executive agrees that to the extent permitted by law he shall have no claim against the Company in respect of the termination of this Agreement directly or indirectly in whole or in part by reason of such amalgamation or reconstruction whether such termination is caused by process of law or by the provisions of this Agreement or by the act or default of the Company or otherwise howsoever.
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AMALGAMATION OR RECONSTRUCTION. The liabilities and obligations of the Merchant created by this Agreement shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation or reconstruction or otherwise which may be made to the Merchant. It is expressly declared that no change whatsoever in relation to or affecting the Merchant, shall in any way affect the liabilities and obligations of the Merchant created under this Agreement in relation to any Transaction whatsoever whether past, present or future.
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AMALGAMATION OR RECONSTRUCTION. This Guarantee shall not be determined or be in any way prejudiced by the liquidation winding up or insolvency of the Borrower or any absorption reconstruction or reorganisation of or by the Borrower or any amalgamation thereof or therewith and in the event of any absorption reconstruction or reorganisation or any amalgamation thereof or therewith this Guarantee shall not be determine or in any way prejudice but shall enure and be available for and by the absorbing reconstructed or reorganised or amalgamated company or concern.
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AMALGAMATION OR RECONSTRUCTION. If at any time the Director’s employment is terminated in connection with any reconstruction or amalgamation of the Company or its subsidiaries (whether by winding up or otherwise) and the Director receives an offer on terms no less favourable to him overall than the terms of this Agreement from any company involved in such reconstruction or amalgamation, the Director shall have no claim whatsoever against the Company or any such subsidiary arising out of such termination if he shall have refused to accept such offer of employment. The provisions of this clause are without prejudice to the operation, statute or statutory regulations in appropriate cases.
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AMALGAMATION OR RECONSTRUCTION. If at any time the Executive's employment is terminated in connection with any reconstruction or amalgamation of the Company or its subsidiaries (whether by winding up or otherwise) and the Executive receives an offer on terms no less favourable to him overall than the terms of this Agreement from any company involved in such reconstruction or amalgamation, the Executive shall have no claim whatsoever against the Company or any such subsidiary arising out of such termination if he shall have refused to accept such offer of employment. The provisions of this clause are without prejudice to the operation, statute or statutory regulations in appropriate cases.
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Related to AMALGAMATION OR RECONSTRUCTION

  • Amalgamation Where the terms of the current collective agreement do not contemplate the circumstances of a proposed amalgamation or of a change outlined in 14.01, the parties will meet to negotiate a separate memorandum. Failing agreement in these negotiations either party may refer the difference to arbitration.

  • Reconstruction (a) Subject to the provisions of subparagraphs (b) and (c) below, in the event the Premises or any other portion of the Building is damaged by fire or other perils covered by extended coverage insurance, and such damage does not require structural demolition and reconstruction of all or part of the Building, Landlord agrees to forthwith repair such damage utilizing the proceeds of insurance and this Lease shall remain in full force and effect, except that Tenant shall be entitled to an equitable reduction of Minimum Rent from the date of damage until completion of such repairs, based on the extent to which the damage and making of such repairs shall reasonably interfere with the business carried on by Tenant in the Premises. (b) In the event that any casualty requires structural demolition and reconstruction of all or a material part of the Building (whether or not such reconstruction involves any portion of the Premises), Tenant may, at its election, give notice to Landlord at any time within sixty (60) days after such damage, terminating this Lease as of the date of the casualty. In the event of giving such notice, this Lease and all interest of Tenant in the Premises shall terminate on the date of the casualty, the Rent shall be paid up to the date of such casualty, and Landlord shall be entitled to all insurance maintained by Tenant on the Building (except for proceeds attributable to Tenant’s personal property in, on or about the Premises). In the alternative, and so long as at least five (5) years remain in the Term or Tenant then exercises an Option pursuant to Paragraph 3(b), if any Tenant may, by written notice to Landlord within such 60-day period, elect to require Landlord to repair or restore such damage, in which case the Minimum Rent shall be proportionately reduced as provided in subparagraph (a) above and this Lease shall continue in full force and effect; PROVIDED, HOWEVER, that Tenant shall have the right to alter the size and configuration of the Building in the course of such reconstruction, so long as the Building as reconstructed is an integrated architectural unit, the dimensions of the Premises are substantially the same as prior to such casualty and Tenant is able to operate its business as intended at the time of Lease execution, subject to Landlord’s approval which will not be unreasonably conditioned, delayed or denied. If Tenant elects to require Landlord to construct the improvements, Tenant will make available to Landlord all insurance proceeds received by Tenant or due to Tenant, and, prior to any reconstruction, Tenant will deposit with Landlord or its contractor the amount by which the cost of reconstruction exceeds the amount of the insurance proceeds.

  • Merger, Amalgamation or Consolidation or Change of Name of Rights Agent (a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation or consolidation to which the Rights Agent or any successor Rights Agent is a party or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. In case, at the time such successor Rights Agent succeeds to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement. (b) In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

  • Consolidation The Employer may consolidate grievances arising out of the same set of facts.

  • Consolidation or Merger The Issuer may consolidate with, or sell, lease or convey all or substantially all of its assets as an entirety to, or merge with or into any other corporation provided that in any such case, (i) either the Issuer shall be the continuing corporation, or the successor corporation shall be a corporation organised and existing under the laws of the jurisdiction in which the Issuer is incorporated or any province, territory, state or other political subdivision thereof and such successor corporation shall expressly assume the due and punctual payment of the principal of and interest (including Additional Amounts as provided in Condition 7) on all the Notes and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Notes to be performed by the Issuer by an amendment to the Agency Agreement or, as the case may be, the TCCI Note Agency Agreement or the TMCC Note Agency Agreement, executed by such successor corporation, the Issuer and the Agent or the TCCI Registrar and the TCCI Transfer Agent or the TMCC Registrar and the TMCC Transfer Agent, as the case may be, and (ii) immediately after giving effect to such transaction, no Event of Default under Condition 9, and no event which, with notice or lapse of time or both, would become such an Event of Default shall have happened and be continuing. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the Issuer, and the predecessor corporation, except in the event of a conveyance by way of lease, shall be relieved of any further obligation under the Notes and the Agency Agreement or, as the case may be, the TCCI Note Agency Agreement or the TMCC Note Agency Agreement.