Assignments and Mergers/Acquisitions Clause Samples

Assignments and Mergers/Acquisitions. Without the prior written consent of BA (which may be withheld by BA in its sole discretion), neither CTC nor any affiliate of CTC that becomes a party to this Amendment in accordance with the terms hereof (each of such affiliates, together with CTC, being a "CTC Company") shall assign any of its respective rights or obligations under any of the Resale Agreements or under this Amendment (or under any other resale agreement or related agreement, in the case of another entity that becomes a CTC Company), and shall not accept an assignment to it of any of the respective rights or obligations of another entity under a resale agreement or related agreement with BA. If a CTC Company merges with another entity or acquires another entity (or if the parent company of the CTC Companies is acquired by another entity), which other entity in any case, prior to such merger or acquisition, was not a party to a resale volume and term discount arrangement with BA, the applicable CTC Company may elect to count Qualified Business Lines being purchased by such other entity from BA as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall be eligible for the discounts available under this Amendment in accordance with the terms hereof); provided that upon BA's request, the CTC Company and/or such other entity (which shall then be deemed to be a CTC Company) shall first execute such documents as BA reasonably deems necessary to give effect to the terms of this Amendment, particularly to amend the terms and conditions of the applicable resale agreements of the other entity in a manner substantially identical to the terms and conditions of this Amendment; provided further that BA may, at its discretion, cease counting Qualified Business Lines being purchased in respect of the acquired, acquiring or merged with CTC Company as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall cease being eligible for the discounts available under this Amendment and any such related documents) if any of the applicable CTC Companies (to include the other entity acquired, acquiring or to which merged) fails, within one hundred eighty (180) days of the effective date of such merger or acquisition, to exclusively utilize the same type of electronic interface (e.g., Web-GUI, EDI, etc.), to include, without limitation, the applicable version thereof, with BA on a State by State bas...
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Related to Assignments and Mergers/Acquisitions

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Liquidations, Mergers, Consolidations, Acquisitions Holdings shall not, and shall not permit any of its Material Subsidiaries to, dissolve, liquidate, or wind-up its affairs, or become a party to any amalgamation, merger or consolidation, or acquire by purchase, lease, or otherwise all or substantially all of the assets or capital stock of or other ownership interest in any other Person, provided that (1) any Material Subsidiary may consolidate, amalgamate or merge into Holdings or any other Material Subsidiary provided that the Company may not merge, amalgamate or consolidate with Holdings, and the Company may only merge, amalgamate or consolidate with another Material Subsidiary if the Company is the surviving entity of such merger, amalgamation or consolidation; and (2) Holdings or any Material Subsidiary may acquire, whether by purchase, by amalgamation or by merger, (A) all of the ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: (i) if Holdings or any Material Subsidiary is acquiring the ownership interests in such Person and such Person meets the criteria for a Material Subsidiary set forth in the definition of such term at Section 1.01, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition; (ii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and Holdings or the relevant Material Subsidiary shall have delivered to the Banks written evidence of such approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition; (iii) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as, or otherwise complementary or related to, one or more lines of business conducted by Holdings or any Material Subsidiary, or otherwise incidental to the business of a financial services company, and shall comply with Section 7.02(j) [Continuation of or Change in Business]; (iv) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and (v) upon the reasonable request of Agent, Holdings or the relevant Material Subsidiary shall deliver to the Agent at least five (5) Business Days before such Permitted Acquisition such information about such Person or its assets as Agent may reasonably require.

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Consolidations and Mergers The Borrower shall not, and shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise 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 other Person, except: (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries; provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and (c) any merger, consolidation or disposition in connection with a transaction permitted by Section 7.03 or an Acquisition permitted by Section 7.05.

  • Mergers and Acquisitions The Borrower will not, nor will the Borrower permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree (i) the Borrower has provided the Agent with five (5) Business Days prior written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition and the material documents, agreements and instruments to be entered into in connection with such Permitted Acquisition; (ii) the business to be acquired would not subject the Banks or the Agent to regulatory or third party approvals in connection with the exercise of their rights and remedies under this Credit Agreement or any other Loan Documents; (iii) the business and assets so acquired shall be acquired by the Borrower or such Subsidiary free and clear of all liens (other than as permitted by (S)10.2 hereof) and all Indebtedness (other than as permitted by (S)10.1 hereof); (iv) the Borrower or such Subsidiary has taken all necessary actions to grant to the Agent a first priority perfected lien on all assets and stock to be acquired in connection with such Permitted Acquisition (other than Permitted Liens) and, to the extent applicable, has provided the Agent with all documents, agreements and information required pursuant to (S)9.13 hereof; (v) the Borrower has demonstrated to the reasonable satisfaction of the Agent, (A) that the Leverage Ratio as at the most recent fiscal quarter end is less than 4.50:1 and (B) based on a pro forma Compliance --- ----- Certificate, compliance with (S)11 hereof on a Pro Forma Basis immediately prior to and after giving effect to such Permitted Acquisition, including, that the Leverage Ratio remains less than 4.50:1 after giving effect to such Permitted Acquisition; and (vi) no Default or Event of Default has occurred and is continuing or would exist as a result of giving effect to such Permitted Acquisition; (d) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or (e) the merger or consolidation of two (2) or more Subsidiaries of the Borrower. In addition, in the event any new Subsidiary is formed as a result of or in connection with any acquisition, such new Subsidiary shall (unless such new Subsidiary is an Immaterial Subsidiary), simultaneously with such acquisition, become a guarantor of the Obligations and grant to the Agent for the benefit of the Agent and the Banks a first priority perfected lien on all of its assets. In the event any new Domestic Subsidiary (other than an Immaterial Subsidiary) is formed as a result of or in connection with any acquisition, simultaneously therewith, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Subsidiary. In the case of the Borrower forming or purchasing such Domestic Subsidiary, such Domestic Subsidiary (other than an Immaterial Subsidiary) shall become a guarantor hereunder, and shall grant to the Agent for the benefit of the Banks a perfected, first priority security interest in its assets, in accordance with the terms of the Security Agreement and the other Security Documents.