Common use of Merger, Consolidation and Sale of Assets Not Liquidation Clause in Contracts

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 12, the merger or consolidation of the Corporation with or into any other corporation or other entity, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Appears in 4 contracts

Sources: Stock Purchase Agreement, Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 126, neither a consolidation, amalgamation, merger, arrangement or reconstruction involving the merger or consolidation of the Corporation with or into any other corporation or other entity, Company or the sale, lease sale or exchange (for cash, securities or other property) transfer of all or substantially all of the assets shares of capital stock or the property or business of the Corporation, Company shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the CorporationCompany.

Appears in 4 contracts

Sources: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 125, the merger or consolidation of the Corporation with or into any other corporation or other entity, including a merger or consolidation in which the holders of Series A receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation, but shall be governed by Section 7.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Emerald Oil, Inc.), Securities Purchase Agreement (PostRock Energy Corp), Securities Purchase Agreement (PostRock Energy Corp)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 126, a consolidation, amalgamation, merger, arrangement, reincorporation, de-registration or reconstruction involving the merger or consolidation of the Corporation with or into any other corporation or other entity, Company or the sale, lease sale or exchange (for cash, securities or other property) transfer of all or substantially all of the assets shares or the property or business of the Corporation, Company shall not constitute a liquidation, dissolution or winding up of the Corporationwinding-up.

Appears in 2 contracts

Sources: Deposit Agreement (Arch Capital Group Ltd.), Deposit Agreement (Arch Capital Group Ltd.)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 126, the merger consolidation, amalgamation, merger, arrangement, reincorporation, de-registration, reconstruction, reorganization or consolidation of other similar transaction involving the Corporation with or into any other corporation or other entity, or the sale, lease sale or exchange (for cash, securities or other property) transfer of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.all

Appears in 1 contract

Sources: Deposit Agreement (Argo Group International Holdings, Inc.)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 125, the merger or consolidation of the Corporation with or into any other corporation or other entity, or the sale, lease conveyance, exchange or exchange transfer (for cash, shares of stock, securities or other propertyconsideration) of all or substantially all of the property and assets of the Corporation, Corporation shall not constitute be deemed a liquidationLiquidation, dissolution nor shall the merger, consolidation, statutory exchange or winding up any other business combination transaction of the CorporationCorporation into or with any other Person or the merger, consolidation, statutory exchange or any other business combination transaction of any other Person into or with the Corporation be deemed to be a Liquidation.

Appears in 1 contract

Sources: Subscription Agreement (Lucid Group, Inc.)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 125, the a merger or consolidation of the Corporation Company with or into any other corporation or other entity, or the sale, lease a sale or exchange (for cash, securities or other property) conveyance of all or substantially all any part of the assets of the Corporation, Company (which shall not constitute in fact result in the liquidation of the Company and the distribution of assets to its stockholders) shall not be deemed to be a liquidation, voluntary or involuntary liquidation or dissolution or winding up of the CorporationCompany.

Appears in 1 contract

Sources: Backstop Agreement (Gores Holdings VIII Inc.)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 12β€Ž5, the merger or consolidation of the Corporation with or into any other corporation or other entity, or the sale, lease conveyance, exchange or exchange transfer (for cash, shares of stock, securities or other propertyconsideration) of all or substantially all of the property and assets of the Corporation, Corporation shall not constitute be deemed a liquidationLiquidation, dissolution nor shall the merger, consolidation, statutory exchange or winding up any other business combination transaction of the CorporationCorporation into or with any other Person or the merger, consolidation, statutory exchange or any other business combination transaction of any other Person into or with the Corporation be deemed to be a Liquidation.

Appears in 1 contract

Sources: Subscription Agreement (Lucid Group, Inc.)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 125, the merger or consolidation of the Corporation with or into any other corporation or other entity, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Appears in 1 contract

Sources: Securities Purchase Agreement (LSB Industries Inc)