Company and Guarantors May Merge or Transfer Assets on Certain Terms Sample Clauses
This clause permits the company and its guarantors to merge with other entities or transfer their assets, provided certain specified conditions are met. Typically, these conditions may include requirements such as the successor assuming all obligations under the agreement and ensuring that the financial position of the new entity is at least as strong as the original party. The core function of this clause is to provide flexibility for corporate restructuring or asset transfers while protecting the interests of the other party by ensuring continuity of obligations and minimizing risk.
Company and Guarantors May Merge or Transfer Assets on Certain Terms. None of the Credit Parties shall be a party to a Substantially All Merger or participate in a Substantially All Sale, unless:
Company and Guarantors May Merge or Transfer Assets on Certain Terms. None of the Credit Parties may consolidate with or merge into any other Person, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:
Company and Guarantors May Merge or Transfer Assets on Certain Terms. (a) None of the Credit Parties shall be a party to a Substantially All Merger or participate in a Substantially All Sale, unless:
(i) such Credit Party is the surviving Person, or the Person formed by or surviving such Substantially All Merger or to which such Substantially All Sale has been made (the “Successor Person”) is organized under the laws of the United States or any state thereof, or, other than with respect to the Company, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, a member country of the Organisation for Economic Co-operation and Development or any political subdivision of any of the foregoing (together with the United States or any state thereof, the “Permitted Jurisdictions”), and has expressly assumed by supplemental indenture all of the obligations of such Credit Party under this Indenture;
(ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and
(iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and any supplemental indenture relating thereto comply with this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(b) For as long as any Securities of any series under this Indenture remain outstanding, all equity and voting interests in the Company shall be owned directly or indirectly by one or more Guarantors and each of the Credit Parties must be organized under the laws of a Permitted Jurisdiction.