Consolidations, Mergers and Sales of Assets; Change in Control Clause Samples
The "Consolidations, Mergers and Sales of Assets; Change in Control" clause defines the rules and procedures that apply when a company undergoes significant structural changes, such as merging with another entity, consolidating, selling substantial assets, or experiencing a change in ownership control. Typically, this clause outlines the rights and obligations of the parties involved, such as requiring notification, consent, or triggering certain contractual consequences if such events occur. Its core practical function is to protect the interests of stakeholders by ensuring transparency and providing mechanisms to address the risks and uncertainties that arise from major corporate changes.
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions and other dispositions approved by Agent. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such Persons.
Consolidations, Mergers and Sales of Assets; Change in Control. No Credit Party will, or will permit any Subsidiary to, directly or indirectly:
(a) consolidate or merge or amalgamate with or into any other Person other than, subject to compliance with Section 5.18, (i) consolidations or mergers among Borrowers so long (x) in any consolidation or merger involving Xtant, Xtant is the surviving entity and (y) in any consolidation or merger involving any other Borrower, a Borrower is the surviving entity, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors; provided that in any consolidation or merger involving Holdings, Holdings is the surviving entity, (iv) consolidations or mergers among Subsidiaries that are not Credit Parties; and (v) consolidations or mergers in connection with a Permitted Acquisition (and subject to compliance with the requirements described in the definition thereof); or
(b) make or consummate any Asset Dispositions other than Permitted Asset Dispositions.
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors, and (iv) consolidations or mergers among Subsidiaries that are not Credit Parties, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.
Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers where a Borrower is the surviving entity, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors where a Guarantor is the surviving entity and (iv) consolidations or mergers among Excluded Foreign Subsidiaries.
(b) No Borrower will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions.
(c) No Borrower will suffer or permit to occur any Change in Control.
Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consolidate or merge or amalgamate with or into any other Person other than (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Holdings, Holdings shall be the surviving entity), (b) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity (provided that Parent may not merge into any Borrower), (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity (provided that in the case of any consolidation or merger involving Parent, Parent shall be the surviving entity), (d) consolidations or mergers among Excluded Subsidiaries, (e) dissolutions or liquidations of Credit Parties (other than Borrowers) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower or another Credit Party and (f) consolidations and mergers necessary to effect the Permitted Internal Reorganization.
(b) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition and (ii) such Permitted Asset Dispositions shall be made for fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder or in the footnotes thereto) of the applicable Credit Party or Subsidiary, other than liabilities that are by their terms subordinated to the payment in full of the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which Parent and its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party or Subsidiary having an aggregate fair market value (determined as of the closing of the applicable disposition for which such non-cash consideration is received) not to exceed $5,000,000; provided, further that any Permitted Asset Disposition resulting in the sale, transfer or disposition of Collateral that is part of the Borrowing B...
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors, (iv) consolidations or mergers among Subsidiaries that are MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 not Credit Parties, (v) consolidations or mergers in connection with any Permitted Acquisition so long in any merger or consolidation involving a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity, and (vi) any consolidation or merger of a Subsidiary that is not a Credit Party into a Borrower or Guarantor; provided that such Borrower or Guarantors tangible net worth is not reduced thereby, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.
Consolidations, Mergers and Sales of Assets; Change in Control. No Obligor will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person (provided that (i) any Subsidiary may merge into the Company so long as the Company is the surviving entity, (ii) any Domestic Subsidiary may merge with and into any Obligor, provided that in the case of any merger with the Company, the Company is the surviving entity, and (iii) any Foreign Subsidiary may merge with and into any other Foreign Subsidiary of the Company or any Obligor, provided that in the case of a merger of a Foreign Subsidiary with and into any Obligor, such Obligor is the surviving entity, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Obligor will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor, except any Change of Control with respect to a Subsidiary resulting from a merger or consolidation of the type expressly permitted under clauses (i) through (ii) of the proviso above in this Section 8.6.
Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly (i) consolidate or merge or amalgamate with or into any other Person other than (A) consolidations or mergers among Borrowers (other than Aziyo Med), (B) consolidations or mergers among a Guarantor and a Borrower (other than Aziyo Med) so long as the Borrower is the surviving entity, (C) consolidations or mergers among Guarantors, and (D) consolidations or mergers among Subsidiaries that are not Credit Parties, or (ii) consummate any Asset Dispositions other than Permitted Asset Dispositions.
(b) Prior to the termination of the Ligand Royalty Agreement and the Ligand Parent Guaranty, Aziyo Med shall not transfer any of its assets to Aziyo except for cash and cash equivalents (i) constituting Permitted Distributions, (ii) that are permitted or required to be transferred by Aziyo Med to Aziyo pursuant to Section 2.11, or (iii) constituting Excluded Costs (as such term is defined in the Ligand Royalty Agreement).
(c) No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that, in the case of any consolidation or merger involving Accuray, Accuray shall be the surviving entity), or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control.
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly:
(a) consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers so long as (x) in any consolidation or merger involving Radius Health, Radius Health is the surviving entity and (y) in any consolidation or merger involving a Borrower, a Borrower is the surviving entity, (ii) consolidations or mergers among a Guarantor and a Borrower so long as a Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors, (iv) consolidations or mergers among Subsidiaries that are not Credit Parties, (v) consolidations and mergers of any Subsidiary that is not a Credit Party with and into any Borrower or Guarantor so long as such Borrower or Guarantor is the surviving entity, (vi) consolidations or mergers in connection with any Permitted Acquisition so long in any merger or consolidation involving a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity and for any consolidation or merger involving Radius Health, Radius Health is the surviving entity and (vii) dissolutions or liquidations of Excluded Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Credit Party; or
(b) consummate any Asset Dispositions other than Permitted Asset Dispositions.