Mergers and demergers Sample Clauses
The 'Mergers and demergers' clause outlines how contractual rights and obligations are affected if one of the parties undergoes a merger or a demerger. Typically, this clause specifies whether the contract will automatically transfer to the new or resulting entity, or if consent is required from the other party. For example, if a company is absorbed into another through a merger, the clause may clarify whether the surviving entity inherits all contractual duties. Its core function is to provide certainty and continuity in contractual relationships during significant corporate restructuring events, preventing disputes or unintended termination of agreements.
Mergers and demergers. Except with the prior written consent of the Required Lenders, the Obligors will not, and shall procure that no other member of the Group will (i) enter into any merger or consolidation with any other company unless with another Group member and each Obligor will survive as a separate legal entity remaining bound in all respects by its obligations and liabilities under the Finance Documents or (ii) demerge itself into any two or more companies.
Mergers and demergers. A decision is made that any Material Group Company shall be demerged or merged if such merger or demerger is likely to have a Material Adverse Effect, provided that a merger involving the Issuer, where the Issuer is not the surviving entity, shall always be considered an Event of Default and provided that the Issuer may not be demerged.
Mergers and demergers. The Issuer shall not, and shall procure that none of its Subsidiaries, enter into a merger or demerger if such merger or demerger is likely to have a Material Adverse Effect. The Issuer shall not enter into a merger where the Issuer is not the surviving entity and the Issuer shall not enter into a demerger.
Mergers and demergers. (a) No Obligor shall, and shall procure that none of its Subsidiaries, enter into a merger or demerger if such merger or demerger is likely to have a Material Adverse Effect, provided that the Unrestricted Guarantor may at all times merge with Sunborn London Oy if, following such merger, the Unrestricted Guarantor is the surviving entity.
(b) No Obligor shall enter into a merger where it is not the surviving entity and no Obligor shall enter into a demerger.
Mergers and demergers. A decision is made that any Material Group Company shall be demerged or merged if such merger or demerger is likely to have a Material Adverse Effect, provided that a merger involving the Issuer or the US HoldCo, where the Issuer is not the surviving entity and, in relation to US HoldCo only, where US HoldCo is not the surviving entity and the surviving entity does not assume the obligations of the US HoldCo, shall always be considered an Event of Default and provided that the Issuer or US HoldCo may not be demerged.
Mergers and demergers. (a) Except with the prior written consent of the Required Lenders, the Obligors will not, and shall procure that no other member of the Group will (i) enter into any merger or consolidation with any other company unless with another Group member and (a) each Obligor will survive as a separate legal entity remaining bound in all respects by its obligations and liabilities under the Finance Documents and (b) the Borrower will continue to be a special purpose company, owning only the Drillship or (ii) demerge itself into any two or more companies.
(b) None of the Obligors shall undergo any restructuring.
Mergers and demergers. Except with the prior written consent of the Lenders, the Borrower will procure that the Guarantor will not enter into any merger with any other company nor will it demerge itself into any two or more companies unless, in either case:-
(A) the Guarantor will survive as a separate legal entity remaining bound in all respects by its obligations and liabilities under the Guarantee; and
(B) in the opinion of the Majority Banks such merger or demerger will not, and may not reasonably be expected to, adversely affect the financial condition of the Smedvig Group to the extent that the requirements as to the financial condition of the Smedvig Group pursuant to this Agreement would cease to be satisfied either immediately or at any later date.
Mergers and demergers. (a) A decision is made that any Group Company shall be merged or demerged into a company which is not a Group Company, unless the Agent has given its consent (not to be unreasonably withheld or delayed) in writing prior to the merger and/or demerger (where consent is not to be understood as a waiver of the rights that applicable law at the time assigns the concerned creditors).
(b) The Issuer merges with any other Person, or is subject to a demerger, with the effect that the Issuer is not the surviving entity.
Mergers and demergers. (a) Subject to the terms of the Intercreditor Agreement and paragraph (b) below, the Issuer shall not and shall procure that no Material Company will demerge or merge with an entity not being a Group Company if:
(i) such merger or demerger is likely to have a Material Adverse Effect;
(ii) such merger or demerger would be prohibited as a disposal hereunder;
(iii) such merger involves the Issuer and the Issuer is not the surviving entity;
(iv) such merger involves a Guarantor and if the Guarantor is not the surviving entity, the surviving entity does not immediately become a Guarantor; or
(v) such merger or demerger involves shares in entities that are subject to Transaction Security unless the newly issued shares are also included in the Transaction Security.
(b) Any demergers to separate business divisions is permitted provided that if it involves shares in entities that are subject to Transaction Security the newly issued shares are also included in the Transaction Security.
Mergers and demergers. Except with the prior written consent of the Majority Lenders, the Guarantors will not (i) enter into any merger or consolidation with any other company unless with another Group member and provided that the Guarantors will survive as separate legal entities remaining bound in all respects by their obligations and liabilities under the Finance Documents or (ii) demerge themselves into any two or more companies or (iii) undertake any corporate restructuring.